Chase Bank - Amendment to Letter of Credit - 2/1/06 ® �1
CHASE 0
AMENDMENT TO
IRREVOCABLE LETTER OF CREDIT
No. 330836
February 1, 2006
Merchants Trust Company, N.A
as Trustee
200 East Jackson Street
Muncie, Indiana 47305
Attention: Corporate Trust Department
Ladies and Gentlemen:
Irrevocable Letter of Credit No. 330836, as amended prior to the date hereof(the
"Letter of Credit") is hereby amended as follows:
(A) Paragraph 1 of Letter of Credit is amended to read as follows:
"1. We hereby establish, at the request and for the account of Carmel
Redevelopment Commission("CRC"), in your favor, as Trustee under the Trust Indenture dated
as of December 1, 2001 (the "Indenture")between CRC and you, pursuant to which $1,170,000
in aggregate principal amount of Carmel Redevelopment District Adjustable Rate Tax Increment
Revenue Bonds (Merchants' Pointe Project) Series 2001A (the "Project Bonds"), were issued,
our Irrevocable Letter of Credit No. 330836, in the amount of$1,093,315.06 (such amount, as it
may be reduced and/or reinstated from time to time in accordance with the terms hereof, being
referred to as the "Stated Amount") effective immediately and expiring at the close of banking
business, 3:00 p.m. (Chicago, Illinois time), on February 15, 2011 (the "Stated Termination
Date"). Of the Stated Amount, up to $1,080,000.00(such amount, as it may be reduced and/or
reinstated from time to time in accordance with the terms hereof, being referred to as the
"Principal Stated Amount") is available for the payment of amounts corresponding to the
principal of the Project Bonds and up to $13,315.06 (such amount, as it may be reduced and/or
reinstated from time to time in accordance with the terms hereof, being referred to as the
"Interest Stated Amount") is available for the payment of amounts corresponding to the interest
accrued on the Project Bonds. (The Interest Stated Amount represents 45 days' interest on the
Project Bonds calculated at the Maximum Rate of 10% per annum on the basis of a year of 365
days and actual days elapsed.)"
(B) All references in the Letter of Credit to "Bank One, Indiana, N.A. c/o
Bank One, NA," are replaced with "JPMorgan Chase Bank, N.A. (successor by merger to Bank
One, N.A. (Main Office Chicago), successor by merger with Bank One, Indiana, N.A.)."
(C) Paragraph 3 of the Letter of Credit is amended to read as follows:
"3. We hereby irrevocably authorize you to draw on us in accordance with the
terms and conditions hereinafter set forth:
BDDBOI 4284467v2
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(A) subject to the provisions contained in paragraph 4, by your drafts
presented at the counters of the Bank, if by hand delivery or courier to JPMorgan
Chase Bank, N.A., Attention GTS-Standby LC Unit, 300 S. Riverside Plaza, 7th
Floor, Chicago, Illinois 60606-0236, and if by U.S. Mail to JPMorgan Chase
Bank, N.A., Attention GTS-Standby LC Unit, 1 Chase Plaza, Mail Code:
IL1-0236, Chicago, Illinois 60670, payable at sight on a Business Day, each
accompanied by your written and completed certificate signed by you in
substantially the form of Annex A (the "Interest Certificate") attached hereto
(such draft accompanied by such Interest Certificate being your "Interest Draft"),
and each of which shall be in the amount set forth on the accompanying Interest
Certificate, but which shall not exceed in any event the Interest Stated Amount;
(B) subject to the provisions contained in paragraph 5, by your drafts
presented at the counters of the Bank, if by hand delivery or courier to JPMorgan
Chase Bank,N.A., Attention GTS-Standby LC Unit, 300 S. Riverside Plaza, 7th
Floor, Chicago, Illinois 60606-0236, and if by U.S. Mail to JPMorgan Chase
Bank, N.A., Attention GTS-Standby LC Unit, 1 Chase Plaza, Mail Code:
IL1-0236, Chicago, Illinois 60670, payable at sight on a Business Day, each
accompanied by your written and completed certificate (a "Principal Certificate")
signed by you in substantially the form of Annex B attached hereto(any such
draft accompanied by such Principal Certificate being your"Principal Draft"),
provided that the aggregate amount of all such Principal Drafts shall not exceed
the Principal Stated Amount as such Principal Stated Amount may be reduced by
drawings made pursuant to clause (C) of this paragraph 3, the amounts of which
are not reinstated under paragraph 6; and
(C) subject to the provisions contained in paragraph 6, by your drafts,
presented at the counters of the Bank, if by hand delivery or courier to JPMorgan
Chase Bank,N.A., Attention GTS-Standby LC Unit, 300 S. Riverside Plaza, 7th
Floor, Chicago, Illinois 60606-0236, and if by U.S. Mail to JPMorgan Chase
Bank,N.A., Attention GTS-Standby LC Unit, 1 Chase Plaza,Mail Code:
IL1-0236, Chicago, Illinois 60670, payable at sight on a Business Day, each
accompanied by your written and completed certificate (a "Remarketing
Certificate") signed by you in substantially the form of Annex C attached hereto
(any such draft accompanied by such Remarketing Certificate being your
"Remarketing Draft"), provided that the aggregate amount of all such
Remarketing Drafts shall not exceed the Principal Stated Amount as such
Principal Stated Amount may be reduced by drawings made pursuant to clause
(B) of this paragraph 3."
(D) Paragraph 8 of the Letter of Credit is amended to read as follows:
"8. The Bank will pay all drawings under this Letter of Credit solely with its
own general funds and not directly or indirectly with funds from CRC, or funds or collateral
deposited with or for the Bank's account by CRC, or pledged with or for the Bank's account by
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CRC. Funds under this Letter of Credit are available to you against your Interest Draft, your
Principal Draft, or your Remarketing Draft and accompanied by the appropriate certificate
described in paragraph 3 referring in each instance to the number of this Letter of Credit. Each
such draft and certificate shall be dated the date of its presentation, and shall be presented at the
counters of the Bank, if by hand delivery or courier to JPMorgan Chase Bank, N.A., Attention
GTS-Standby LC Unit, 300 S. Riverside Plaza, 7th Floor, Chicago, Illinois 60606-0236, and if by
U.S. Mail to JPMorgan Chase Bank, N.A., Attention GTS-Standby LC Unit, I Chase Plaza, Mail
Code: ILI-0236, Chicago, Illinois 60670, (or at any other office which may be designated by us
by written notice delivered to you). Such documents, notices and other communications shall be
personally delivered to the Bank at the address set forth above or may be transmitted to the Bank
by facsimile transmission at 312-954-6163, in which case draft requirements are waived (and
such transmittal shall be considered to be presented at the counters of the Bank and have been
signed by you), in any event followed immediately by the original certificates, drafts and other
required documents or instruments delivered to us by United States Express Mail or the means of
overnight delivery at the addresses set forth above. If we receive any of your drafts and
certificates at such office, all in strict conformity with the terms and conditions of this Letter of
Credit, on or before 10:00 A.M. (Chicago, Illinois time) on a Business Day prior to the
termination hereof, we will honor the same at or before Noon (Chicago, Illinois time) on the next
Business Day in accordance with your payment instructions, provided, however, that a
Remarketing Draft, drawn in strict conformity with the terms and conditions of this Letter of
Credit and received at such office prior to 10:00 A.M. (Chicago,Illinois time) on any Business
Day will be honored by us before 2:30 P.M. (Chicago, Illinois time) on the same Business Day if
specified in your payment instructions."
(E) Paragraph 13 of the Letter of Credit is amended to read as follows:
"13. Communications with respect to this Letter of Credit shall be in writing
and shall be addressed to us at, if by hand delivery or courier to JPMorgan Chase Bank,N.A.,
Attention GTS-Standby LC Unit, 300 S. Riverside Plaza, 7th Floor, Chicago, Illinois 60606-
0236, and if by U.S. Mail to JPMorgan Chase Bank,N.A., Attention GTS-Standby LC Unit,
I Chase Plaza,Mail Code: ILI-0236, Chicago, Illinois 60670, specifically referring to the
number of this Letter of Credit and to you at the address set forth above or otherwise as
designated by you to us by written communication."
(F) Annexes A, B, C, D, E, F, and G to the Letter of Credit are deleted and
replaced with A, B, C, D, E, F, and G to this Amendment.
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BDDB01 4284467v4
Very truly yours,
JPMORGAN CHASE BANK, N.A.,
(successor by merger to Bank One, N.A. (Main
Office Chicago), successor by merger with Bank
One, Indiana, N.A_)
By: tz-----
Printed: ] (" ,
Its: p ` 1
4
BDDB01 4284467v4
Annex A
CERTIFICATE FOR DRAWING IN CONNECTION WITH THE PAYMENT OF
INTEREST ON THE $1,170,000 CARMEL REDEVELOPMENT DISTRICT
ADJUSTABLE RATE TAX INCREMENT REVENUE BONDS
(MERCHANTS' POINTE PROJECT) SERIES 2001A
Irrevocable Letter of Credit No. 330836
The undersigned, a duly authorized officer of the undersigned Trustee (the "Trustee"), hereby
certifies to JPMorgan Chase Bank, N.A. (successor by merger to Bank One,N.A. (Main Office Chicago),
successor by merger with Bank One, Indiana,N.A.) (the "Bank"),with reference to Irrevocable Letter of
Credit No. 330836 (the "Letter of Credit", the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the
Project Bonds. The aggregate principal amount of the Project Bonds Outstanding is
S
(2) The Trustee is making a drawing under clause(A) of paragraph 3 of the
Letter of Credit in the amount of$ to be used for a payment of accrued
and unpaid interest on the Project Bonds, which payment is due within one Business Day
of the date on which this Certificate and the draft it accompanies are being presented to
the Bank and said amount does not include any amount in respect of Project Bonds held
of record by CRC or any Guarantor(directly or indirectly) or by the undersigned for the
account of CRC or any Guarantor(directly or indirectly) or Pledged Bonds (as defined in
the Indenture).
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Feb . 14 . 2006 1 :44PM No . 2551 P . 3
(3) The amount of such drawing does not exceed the amount equal to the
actual accrued interest on the outstanding Project Bonds computed at the actual rate of
interest thereon during the period for which this drawing is being made.
(4) The amount of such drawing dues not exceed the Interest Stated Amount
available on thc date hereof to be drawn under the Letter of Credit.
(5) The amount set forth in paragraph(2) above was computed in
accordance with the terms and conditions of the Project Bonds,,the Indenture and the
Letter of Credit..
(6) Upon receipt by the Trustee of the proceeds of thc Interest Draft that
accompanies this Certificate,the Trustee will apply such proceeds to payment when due
of the appropriate amount of accrued interest owing on account of the Project Bonds
pursuant to the Indenture and for no other purpose, and will not commingle such
proceeds with other funds of, or held by, the Trustee..
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the/May ay of 2O pi.
MERCHANTS TRUST COMPANY,N.A.,as Trustee
By: 12,44 At,, a/ f J
2
uouis01 42114407v4
Annex B
CERTIFICATE FOR DRAWING IN CONNECTION WITH THE PAYMENT OF
PRINCIPAL ON THE $1,170,000 CARMEL REDEVELOPMENT DISTRICT
ADJUSTABLE RATE TAX INCREMENT REVENUE BONDS
(MERCHANTS' POINTE PROJECT) SERIES 2001A
Irrevocable Letter of Credit No. 330836
The undersigned, a duly authorized officer of the undersigned Trustee (the "Trustee"), hereby
certifies to JPMorgan Chase Bank, N.A. (successor by merger to Bank One, N.A. (Main Office Chicago),
successor by merger with Bank One, Indiana,N.A.) (the "Bank"), with reference to Irrevocable Letter of
Credit No. 330836(the "Letter of Credit", the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the
Project Bonds.
(2) The Trustee is making a drawing under clause (B) of paragraph 3 of the
Letter of Credit in the amount of$ to be used for the payment of
principal of the Project Bonds (other than Project Bonds presently held of record by CRC
or any Guarantor [directly or indirectly] or by the Trustee for the account of CRC or any
Guarantor [directly or indirectly]), which payment is due within one Business Day of the
date on which this Certificate and the draft it accompanies are being presented to the
Bank.
(3) The amount of the draft accompanying this Certificate is equal to the
amount of principal of the Project Bonds(other than Project Bonds presently held of
record by CRC or any Guarantor [directly or indirectly] or by the Trustee for the account
of CRC or any Guarantor [directly or indirectly])which(check and/or complete one):
a. mature within days of the date of this Certificate;
BDDBOI 4284467v4
b. are to be redeemed as a result of a mandatory redemption of the Bonds in whole
pursuant to Section 4.01(a) or(b) of the Indenture;
c. must be purchased due to an impending expiration of the Letter of
Credit, pursuant to Section 2.07 of the Indenture;
d. are mature due to acceleration of the maturity thereof, pursuant to Section 7.03 of
the Indenture; and/or
e. are to be redeemed as a result of an optional redemption, in whole or in part,
pursuant to Section 4.01(c) of the Indenture.
(4) The amount of the Principal Draw accompanying this Certificate as set
forth in paragraph(2) above was computed in compliance with the terms and conditions
of the Project Bonds and the Indenture and does not exceed the Principal Stated Amount
available to be drawn by the Trustee under the Letter of Credit.
(5) Upon receipt by the Trustee of the proceeds of the Principal Draft that
accompanies this Certificate, the Trustee will apply such proceeds to payment when due
of appropriate amount of principal owing on account of the Project Bonds pursuant to the
Indenture and for no other purpose, and will not commingle such proceeds with other
funds of, or held by, the Trustee.
The Trustee acknowledges that, pursuant to the terms of the Letter of Credit, upon the
Bank's honoring of the Principal Draft accompanying this Certificate, the Principal Stated Amount
available to be drawn by the Trustee thereunder by any subsequent Principal Draft is automatically
decreased by an amount equal to the amount of such Principal Draft.
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Feb 14 . 2006 1 : 44P41 No . 2551 P . 4
IN WITNESS WHEREOF,the Trustee has executed and delivered this Certificate as of
the/'S/z'day of f� , 2004
MERCHANTS TRUST COMPANY, N.A.., as Trustee
By: 44J4 i€ daz w
V,A-<- 1P ,&-,:t
•
3
Ht)DH01 4264467v4
Annex C
CERTIFICATE FOR DRAWING IN CONNECTION WITH A PAYMENT OF
PURCHASE PRICE FOR THE$1,170,000 CARMEL REDEVELOPMENT DISTRICT
ADJUSTABLE RATE TAX INCREMENT REVENUE BONDS
(MERCHANTS'POINTE PROJECT) SERIES 2001A
TENDERED FOR REPURCHASE
Irrevocable Letter of Credit No. 330836
The undersigned, a duly authorized officer of the undersigned Trustee (the "Trustee"), hereby
certifies to JPMorgan Chase Bank, N.A. (successor by merger to Bank One, N.A. (Main Office Chicago),
successor by merger with Bank One, Indiana,N.A.) (the "Bank"), with reference to Irrevocable Letter of
Credit No. 330836 (the "Letter of Credit",the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the
Project Bonds.
(2) The Trustee is making a drawing under Section 5.03 of the Indenture and
pursuant to clause (C) of paragraph 3 of the Letter of Credit in the amount of
$ to be used to pay the purchase price of the Project Bonds and
• Beneficial Ownership Interests duly tendered or deemed tendered for purchase pursuant
to Section of the Indenture(other than Project Bonds presently held of record by
CRC or any Guarantor [directly or indirectly] or by the Trustee for the account of CRC or
any Guarantor[directly or indirectly]), which payment is due within one Business Day of
the date on which this Certificate and the Remarketing Draft it accompanies are being
presented to the Bank.
(3) The amount of the draft accompanying this Certificate as set forth in
paragraph(2)above (the "Purchase Price") was computed in compliance with the terms
and conditions of the Project Bonds and the Indenture and consists of(i) $
drawn to pay the portion of the Purchase Price representing principal, which does not
BDDBOI 4284467v4
Feb . 14 . 2006 1 : 45PM No . 2551 P . 5
exceed the Principal Stated Amount available to be drawn by the Trustee under the Letter
of Credit,and (ii) $ , drawn to pay the portion of the Purchase Price
representing interest,which does not exceed the Interest Stated Amount available to be
drawn by the Trustee under the Letter of Credit.
(4) Upon receipt of the Trustee of the proceeds of the Remarketing Draft that
accompanies this.Certificate, the Trustcc will apply such procccds to payment ot'the
purchase price for Project Bonds tendered or deemed tendered for repurchase on the
Bond Purchase Date, and for no other purpose, and will not commingle such proceeds
with other funds of, or held by,the Trustee..
The Trustee acknowledges that, pursuant to the terms the Letter of Credit, upon the
Bank's honoring of the draft accompanying this Certificate,the Principal Stated Amount available to be
drawn by the Trustee thereunder by any subsequent draft is automatically decreased by an amount equal
to the amount of this draft.
The Trustee(a) will hold, on behalf of the Bank as collateral pledged by CRC to the Bank
pursuant to the Bond Pledge Agreement, the Project Bonds(or Beneficial Ownership interests)with an
aggregate principal amount outstanding equal to the portion of the Purchase Price representing principal;
and(b)agrees that all payments of principal, premium, if any, and interest made on such Project Bonds
shall be made to the Bank so long as CRC is the owner of such Project Bonds. If Project Bonds or
Beneficial Ownership Interests tendered or deemed tendered for purchase are sold by the Remarketing
Agent, either before or after the Bond Purchase Date, the Trustcc will cause the proceeds of the sale to he
remitted to the Bank promptly upon receipt by either the Rcmarkcting Agent or the Trustee.
IN WITNESS WI-WREOF, the Trustee has executed and delivered this Certificate as of
the %Y iay of , 20 06.
MERCHANTS TRUST COMPANY,N.A., as Trustee
By: 01 /� GLrL1t c/
7.1■E-z-maLoe.
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DDDDOI 4284467v4
Annex D
CERTIFICATE FOR THE REDUCTION OF AMOUNTS
AVAILABLE UNDER IRREVOCABLE LETTER OF CREDIT
NO. 330836 DATED DECEMBER 12, 2001
The undersigned, a duly authorized officer of the undersigned Trustee (the "Trustee"), hereby
certifies to JPMorgan Chase Bank,N.A. (successor by merger to Bank One, N.A. (Main Office Chicago),
successor by merger with Bank One, Indiana, N.A.) (the "Bank"), with reference to Irrevocable Letter of
Credit No. 330836 (the "Letter of Credit", the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the
Project Bonds.
(2) The Trustee hereby notifies you that on or prior to the date hereof
$ principal amount of the Project Bonds have been redeemed or paid or have
been defeased pursuant to the Indenture.
(3) Following the redemption or payment or the defeasance referred to in
paragraph (2) above, the aggregate principal amount of all of the "Outstanding Bonds"
within the meaning of the Indenture is $
(4) The maximum amount of interest, computed in accordance with the
terms and conditions of the Project Bonds and the Indenture, which could accrue on the
Project Bonds referred to in paragraph(3) above in any period of 45 days at the
Maximum Rate (as defined in the Indenture), which interest rate is %per
annum, is $
(5) The Interest Stated Amount is reduced to $ (such amount
being equal to the amount specified in paragraph(4)above) upon receipt by the Bank of
this Certificate.
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Feb 14 . 2006 I : 45PM No . 2551 P . 6
(6) The Principal Stated Amount is reduced to $ (such amount
being equal to the amount specified in paragraph(3) above)upon receipt by the Bank of
this Certificate.
(7) The Stated Amount is reduced to$ (such amount being equal to the
sum of the amounts spcciticd in paragraphs(5)and (6) above) upon receipt by the Bank of this
Certificate.
IN WITNESS WHEREOF,the Trustee has executed and delivered this Certificate this
/5/ 'day of • , 20 04 .
MERCHANTS"IRUS'I'COMPANY,NA...as Trustee
By i 6J4J
l
2
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Feb . 14 . 2006 1 :45PM No . 2551 P . 7
Annex E
J1'MORGAN CHASE BANK,N A
Attention GTS-Standby LC Unit
1 Chase Plaza
Mail Code. 11,1-0236
Chicago, Illinois 60670
Re.. Irrevocable Letter of Credit No. 330836
Gentlemen:
The undersigned,a duly authorized officer of Merchants Trust Company, N.A.,as
Trustee under that certain Trust Indenture, dated as of December 1, 2001 (the "Indenture") with the
Cannel Redevelopment Commission, pursuant to which$1,170,000 in aggregate principal amount of
Carmel Redevelopment District Adjustable Rate Tax Increment Revenue Bonds (Merchants' Pointe
Project) Series 2001A were issued,hereby certifies, as provided in the above-referenced Letter of Credit
(the "Letter of Credit") issued by you in favor of the Trustcc,that the Trustcc has received an Alternate
Letter of Credit in accordance with the terms of the Indenture. We arc, therefore,delivering herewith the
Letter of Credit for cancellation
Very truly yours,
MERCHANTS TRUST COMPANY,N.A.., as Trustee
By 3A & 1�" Ifal
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Feb . 14 . 2006 1 : 45PM No . 2551 P . 8
Annex F
JPMORGAN CHASE BANK,N.A.
Attention GTS-Standby LC Unit
1 Chase Plaza
Mail Code- 11,1-0236
Chicago, Illinois 60670
Rc• Irrevocabic Letter of Credit No 330836
Gentlemen.
The undersigned,a duly authorized officer of Merchants Trust Company,N.A ,as
Trustee under that certain Trust Indenture,dated as of December I,2001 (the "Indenture")with the
Cannel Redevelopment Commission, pursuant to which $1,170,000 in aggregate principal amount of
Carmel Redevelopment District Adjustable Rate Tax Increment Revenue Bonds (Merchants' Pointe
Project) Series 200IA were issued,hereby certifies,as provided in the above-referenced Letter of Credit
(the "Letter of Credit") issued by you in favor of the Trustee, that no Project Bonds remain outstanding
under the Indenture. We are, therefore,delivering herewith the Letter of Credit for cancellation.
Very truly yours,
MERCHANTS TRUST COMPANY,N.A.,as Trustee
By: k narz J
Approved:
CARMEL REDEVELOPMENT COMMISSION
By •
Date
DDDD0I 4284467v4
Annex F
JPMORGAN CHASE BANK, N.A.
Attention GTS-Standby LC Unit
I Chase Plaza
Mail Code: ILI-0236
Chicago, Illinois 60670
Re: Irrevocable Letter of Credit No. 330836
Gentlemen:
The undersigned, a duly authorized officer of Merchants Trust Company, N.A., as
Trustee under that certain Trust Indenture, dated as of December 1, 2001 (the "Indenture") with the
Carmel Redevelopment Commission, pursuant to which $1,170,000 in aggregate principal amount of
Carmel Redevelopment District Adjustable Rate Tax Increment Revenue Bonds (Merchants'Pointe
Project) Series 2001A were issued, hereby certifies, as provided in the above-referenced Letter of Credit
(the "Letter of Credit")issued by you in favor of the Trustee, that no Project Bonds remain outstanding
under the Indenture. We are, therefore, delivering herewith the Letter of Credit for cancellation.
Very truly yours,
MERCHANTS TRUST COMPANY, N.A., as Trustee
By:
Approved:
CARM • DEVELOPME COMMISSION
By
Date: C 4/2-c-.C6
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Feb . 14 . 2006 1 : 45PM No . 2551 P . 9
Annex G
INSTRUCTION TO TRANSFER
, 20_
JPMORGAN CHASE BANK, N A.
Attention GTS-Standby LC Unit
1 Chase Plaza
Mail Code: 1L1-0236
Chicago, Illinois 60670
Re: Irrevocable Letter of Credit No. 330836
Gentlemen:
For value received,the undersigned beneficiary hereby irrevocably transfers to-
[Name of Transferee]
[Address]
all rights of the undersigned beneficiary to draw under the abovc-captioncd fetter of Credit(the"Letter of
Credit"). The transferee has succeeded the undersigned as Trustee under the Indenture(as defined in the
Letter of Credit).
By this transfer, all rights of the undersigned beneficiary in the Letter of Credit are transferred to
the transferee and the transferee shall hereafter have the sole rights as beneficiary thereof; provided,
however,that no rights shall bc deemed to have been transferred to the transferee until such transfer
complies with the requirements of the Letter of Credit pertaining to transfers.
The Letter of Credit is returned herewith and in accordance therewith we ask that this
transfer bc effective and that you transfer the Letter of Credit to our transferee
Very truly yours,
MERCHANTS TRUST COMPANY,N.A., as Trustee
By- /�
Blltk101 4284461v4