<PAGE> 1
EXHIBIT 4.2
STANDBY BOND PURCHASE AGREEMENT
dated as of
__________, 200__
between
[NAME OF BANK],
as Trustee,
and
FGIC SECURITIES PURCHASE, INC.
<PAGE> 2
STANDBY BOND PURCHASE AGREEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C> <C>
ARTICLE I DEFINITIONS................................................................................1
SECTION 1.01. Definitions.......................................................................1
SECTION 1.02. Incorporation of Certain Definitions by Reference.................................4
ARTICLE II COMMITMENT TO PURCHASE VARIABLE RATE BONDS.................................................4
SECTION 2.01. Commitment to Purchase Variable Rate Bonds........................................4
SECTION 2.02. Method of Purchasing..............................................................4
SECTION 2.03. Termination of Commitment.........................................................5
SECTION 2.04. Sale of Variable Rate Bonds.......................................................5
SECTION 2.05. Reduction of Available Commitment.................................................6
ARTICLE III CONDITIONS.................................................................................6
SECTION 3.01. Conditions to Effectiveness.......................................................6
SECTION 3.02. Conditions to Purchase............................................................7
ARTICLE IV REPRESENTATIONS AND WARRANTIES.............................................................7
SECTION 4.01. Existence.........................................................................7
SECTION 4.02. Authorization; Contravention......................................................7
SECTION 4.03. Binding Effect....................................................................7
SECTION 4.04. Corporate Existence...............................................................8
SECTION 4.05. Authorization; Binding Effect.....................................................8
SECTION 4.06. Contravention; No Default.........................................................8
SECTION 4.07. Litigation........................................................................8
ARTICLE V COVENANTS..................................................................................8
SECTION 5.01. No Amendment of GE Capital Agreement Without Consent
of Issuer, Borrower and Trustee...................................................8
SECTION 5.02. Other Liquidity Facilities........................................................9
SECTION 5.03. Disclosure........................................................................9
ARTICLE VI DEFAULTS...................................................................................9
SECTION 6.01. Events of Default.................................................................9
ARTICLE VII MISCELLANEOUS.............................................................................11
SECTION 7.01. Notices..........................................................................11
SECTION 7.02. No Waivers.......................................................................11
SECTION 7.03. Amendments and Waivers...........................................................11
SECTION 7.04. Successors and Assigns...........................................................11
SECTION 7.05. Term of this Agreement...........................................................12
SECTION 7.06. Governing Law....................................................................12
SECTION 7.07. Counterparts.....................................................................12
SECTION 7.08. Trustee May Act through Agents and Appoint Co-Trustees...........................12
</TABLE>
-i-
<PAGE> 3
TABLE OF CONTENTS
(CONTINUED)
<TABLE>
<CAPTION>
Page
<S> <C> <C>
SECTION 7.09. Beneficiaries....................................................................12
SECTION 7.10. Capacity of Trustee..............................................................13
SECTION 7.11. Responsibility of Corporation for Trustee Actions................................13
EXHIBIT 1 - NOTICE OF PURCHASE
EXHIBIT 2 - TERMINATION NOTICE
EXHIBIT 3 - NOTICE ADDRESSES
EXHIBIT 4 - PAYMENT AGREEMENT
</TABLE>
-ii-
<PAGE> 4
STANDBY BOND PURCHASE AGREEMENT
STANDBY BOND PURCHASE AGREEMENT (the "Agreement") dated as of __________,
200__ between [NAME OF BANK], as Trustee (herein, the "Trustee"), and FGIC
SECURITIES PURCHASE, INC., a Delaware corporation (the "Corporation").
WHEREAS, _________________________, a body corporate and politic
constituting a public corporation and government instrumentality, organized and
existing under the laws of the _________________ (the "Issuer") has issued
simultaneously herewith $__________principal amount of its ________ Revenue
Bonds (__insert conduit title of bonds__), Series __ of 200__ (herein called the
"Variable Rate Bonds") pursuant to a [Trust Indenture/Resolution/Ordinance]
dated as of __________, 200__, between the Issuer and the Trustee (the
"Authorizing Document"), as in effect on the date hereof;
WHEREAS, [insert name of conduit borrower], a _________ organized under the
laws of ________________ (the "Borrower") has agreed under a Loan Agreement
dated as of __________, 200__ (the "Loan Agreement") to make loan repayments to
the Issuer in amounts sufficient to pay debt service on the Variable Rate Bonds;
and
WHEREAS, the Authorizing Document provides that the holders of the Variable
Rate Bonds shall have the option, upon the satisfaction of certain conditions,
to tender Variable Rate Bonds to the Trustee for purchase, upon notice to the
Trustee as provided for in the Authorizing Document and, under certain
circumstances, may be required to tender their Variable Rate Bonds for purchase
thereof in accordance with the terms of the Authorizing Document; and
WHEREAS, the Corporation has agreed to purchase such tendered Variable Rate
Bonds pursuant to the terms of this Agreement, as consideration for (i) the
Corporation's status under the Authorizing Document as a Bondholder of such
purchased tendered Variable Rate Bonds entitled to the payments as a special
obligation of the Issuer of principal, interest (at the Provider Rate prescribed
herein), and the fees and expenses described herein; (ii) the Corporation's
entitlement with respect to such purchased Variable Rate Bonds to exercise,
subject to the provisions hereof, all rights and remedies afforded Bondholders
under the Authorizing Document; and (iii) the Borrower's execution and delivery
of the Payment Agreement dated as of __________, 200__ (the "Payment
Agreement");
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS{TC}
SECTION 1.01. Definitions.{TC} The following terms, as used herein, have
the following meanings:
"Authorized Representative" means any official of the Trustee or its agents
duly authorized and empowered to execute and deliver this Agreement and all
certificates or other
<PAGE> 5
documents connected herewith or in connection with the issuance, sale and
subsequent disposition of the Variable Rate Bonds.
"Available Commitment" as of any day means the sum of the Available
Principal Commitment and the Available Interest Commitment, in each case as of
such day.
"Available Interest Commitment" initially means $__________ (representing
___ days of interest at an annual rate of ___ per cent) and thereafter means
such initial amount adjusted from time to time as follows: (a) downward by an
amount that bears the same proportion to such initial amount as the amount of
any reduction in the Available Principal Commitment pursuant to the definition
of "Available Principal Commitment" bears to the initial Available Principal
Commitment; and (b) upward by an amount that bears the same proportion to such
initial amount as the amount of any increase in the Available Principal
Commitment pursuant to the definition of "Available Principal Commitment" bears
to the initial Available Principal Commitment.
"Available Principal Commitment" initially means $__________ and thereafter
means such initial amount adjusted from time to time as follows: (a) immediately
downward by the amount of any termination or reduction of the Available
Principal Commitment pursuant to Section 2.03 or Section 2.05; (b) immediately
downward by the principal amount of any Variable Rate Bonds purchased by the
Corporation pursuant to Section 2.02; and (c) immediately upward by the
principal amount of any Variable Rate Bonds theretofore purchased by the
Corporation pursuant to Section 2.02, which are delivered for sale pursuant to
Section 2.04(b) and the proceeds from which are paid to GE Capital in accordance
with the GE Capital Agreement.
"Business Day" has the meaning set forth in the Authorizing Document.
"Commitment" means the Available Commitment calculated without regard to
clauses (b) and (c) of the definition of Available Principal Commitment and the
effect thereof on the amount of the Available Interest Commitment.
"Default" means any condition or event which constitutes an Event of
Default or which, with the giving of notice or lapse of time or both, would,
unless cured or waived, become an Event of Default.
"Default Rate" means a rate of interest per annum equal to the Prime Rate
plus 3%; provided, however, that such Default Rate shall not exceed the Maximum
Interest Rate.
"Effective Date" means the date of execution and delivery of this
Agreement.
"Event of Default" has the meaning set forth in Section 6.01.
"GE Capital" means General Electric Capital Corporation.
"GE Capital Agreement" means the Standby Loan Agreement, dated as of
__________, 200__, by and between the Corporation and GE Capital Corporation.
"Maximum Interest Rate" shall have the meaning set forth in the Authorizing
Document.
2
<PAGE> 6
"Moody's" means Moody's Investors Service, Inc., and its successors.
"Notice of Purchase" has the meaning specified in Section 2.02.
"Person" means an individual, a corporation, a partnership, an association,
a trust or any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.
"Prime Rate" means the rate of interest publicly announced by Morgan
Guaranty Trust Company of New York from time to time as its Prime Rate.
"Prospectus Supplement" means the Prospectus Supplement relating to this
Agreement which supplements the Corporation's Prospectus dated __________, 200__
included in the Corporation's Registration Statement on Form S-3 (File No.
_________) and amendments thereto, filed with the Securities and Exchange
Commission.
"Provider Bonds" means Variable Rate Bonds purchased by the Corporation
which have not been sold pursuant to Section 2.04(b).
"Provider Rate" means the rate of interest per annum set forth in the
Provider Bonds and equal to the Prime Rate plus 1% or, if applicable, the
Default Rate; provided, however, that such Provider Rate shall not exceed the
Maximum Rate.
"Purchase Date" has the meaning set forth in Section 2.02(d).
"Purchase Price" has the meaning set forth in Section 2.01.
"Purchase Period" means the period from the Effective Date to and including
the earlier of (i) the Scheduled Termination Date (or, if such date is not a
Business Day, the Business Day immediately succeeding such date), (ii) the date
on which all Variable Rate Bonds have been paid in full, redeemed or defeased in
accordance with the terms of such Variable Rate Bonds, and (iii) two Business
Days following the date the Variable Rate Bonds are converted to a Term Rate in
accordance with the terms of such Variable Rate Bonds, and (iv) the date on
which the Commitment is terminated pursuant to Section 2.03.
"Related Documents" means the Authorizing Document (as amended or
supplemented from time to time), the Variable Rate Bonds, the Remarketing
Agreement, the Loan Agreement and all other documents relating to the issuance
of the Variable Rate Bonds or the securities therefor and any amendment,
substitutions, or modifications thereof and all other agreements, documents,
certificates and instruments executed and delivered on or before the Effective
Date in connection with the issuance, sale and delivery of the Variable Rate
Bonds and the execution and delivery of this Agreement.
"Remarketing Agent" means __________________________ [insert name].
"Remarketing Agreement" means the Remarketing Agreement dated __________,
200__ between the Issuer and the Remarketing Agent.
3
<PAGE> 7
"Scheduled Termination Date" means the date occurring five years from the
Effective Date.
"Standard & Poor's" means Standard & Poor's Ratings Group, a division of
the McGraw Hill Companies, and its successors.
"State" means the Commonwealth of Pennsylvania.
"Termination Event" has the meaning set forth in Section 6.01.
"Termination Notice" has the meaning set forth in Section 2.03.
SECTION 1.02. Incorporation of Certain Definitions by Reference.{TC} Each
capitalized term used herein and not otherwise defined herein shall have the
meaning provided therefor in the Authorizing Document.
ARTICLE II
COMMITMENT TO PURCHASE VARIABLE RATE BONDS{TC}
SECTION 2.01. Commitment to Purchase Variable Rate Bonds.{TC} The
Corporation agrees, on the terms and conditions contained in this Agreement, to
purchase the Variable Rate Bonds bearing interest at a variable rate that are
tendered or deemed tendered to the Trustee from time to time pursuant to the
Authorizing Document during the Purchase Period at the purchase price set forth
in the Authorizing Document (the "Purchase Price"). In accordance with Section
2.3 of the GE Capital Agreement, such purchase shall be made from Corporation
moneys or moneys made available by GE Capital to the Corporation under the GE
Capital Agreement. The aggregate principal amount of the Variable Rate Bonds
purchased by the Corporation on any Purchase Date shall not exceed the Available
Principal Commitment on such date and the aggregate amount of the Purchase Price
comprising interest on Variable Rate Bonds purchased by the Corporation on any
Purchase Date shall not exceed the lesser of (1) the Available Interest
Commitment and (2) the actual amount of interest accrued and unpaid on such
Variable Rate Bonds to but excluding such date. The Corporation agrees that in
no event shall amounts paid by it in respect of the Purchase Price be paid from
funds or property of the Issuer or the Borrower. The parties hereto acknowledge
that the obligation of the Corporation hereunder to purchase Variable Rate Bonds
pursuant and subject to the terms and conditions of this Agreement is
irrevocable and that the Corporation shall become a Bondholder under the
Authorizing Document of each Variable Rate Bond purchased under this Agreement
and that the Corporation, as such Bondholder, shall be entitled, as the holder
of Variable Rate Bonds bearing interest at the Provider Rate, to all rights and
remedies granted to Bondholders of Variable Rate Bonds under the Authorizing
Document. From and after the Effective Date, the obligation of the Corporation
to purchase Variable Rate Bonds pursuant to this Agreement shall run to the
benefit of those beneficiaries identified in Section 7.09.
SECTION 2.02. Method of Purchasing.{TC} (a) Pursuant to the Authorizing
Document and Section 2.02(b) herein, the Trustee will give notice to the
Corporation if Variable Rate Bonds bearing interest at a Variable Rate are to be
purchased by the Corporation in accordance with the terms of this Agreement and
the Authorizing Document.
4
<PAGE> 8
(b) If by 11:30 a.m. (New York City time) on any Business Day
during the Purchase Period the Corporation receives a notice of purchase from
the Trustee substantially in the form of Exhibit 1 hereto (any such notice to be
referred to as a "Notice of Purchase"), the Corporation will pay, unless it
determines that any applicable condition specified in Section 3.02 below is not
satisfied, not later than 2:30 p.m. (New York City time) on the Purchase Date to
the Trustee, in funds to be available as specified in such Notice of Purchase,
an amount equal to the aggregate Purchase Price.
(c) The "Purchase Date" for any purchase of Variable Rate Bonds
shall be the date specified in the Notice of Purchase; provided that in no event
shall the Purchase Date be on the same day the Notice of Purchase is received if
the Notice of Purchase is received by the Corporation later than 11:30 a.m. (New
York City time) or (ii) after the last day of the Purchase Period.
SECTION 2.03. Termination of Commitment.{TC} If at any time a Termination
Event shall have occurred and be continuing, the Corporation may deliver a
notice (a "Termination Notice") regarding the termination of the Commitment
substantially in the form of Exhibit 2 hereto to the Trustee, the Tender Agent
(if any), the Issuer, the Borrower and the Remarketing Agent at the addresses
set forth in Exhibit 3 hereto (or such other addresses as may be specified by
such Persons for such purpose in writing to the Corporation), and the Commitment
shall terminate, effective at the close of business on the day following the
date of notice, of if that day is not a business day, on the next Business Day;
provided that before such termination takes effect, the Variable Rate Bonds
shall be subject to mandatory tender for purchase from the proceeds of a drawing
under this Agreement; and shall also terminate immediately upon the
effectiveness of an Alternate Liquidity Facility in accordance with the
Authorizing Document.
SECTION 2.04. Sale of Variable Rate Bonds.{TC}
(a) Remarketing Notices. Prior to 12:00 noon (New York City time)
on any Business Day on which the Corporation holds Variable Rate Bonds purchased
pursuant to this Agreement, the Remarketing Agent may deliver a notice (a
"Remarketing Notice") to the Corporation, the Trustee, the Issuer and the
Borrower stating that it has located a purchaser (the "Purchaser") for some or
all of such Variable Rate Bonds and that such Purchaser desires to purchase on
such Business Day such Variable Rate Bonds at the Purchase Price.
(b) Sale of Purchased Variable Rate Bonds. Upon receipt of a
Remarketing Notice in accordance with subsection (a), the Corporation shall
direct the Trustee to deliver those Variable Rate Bonds held in the account of
the Corporation being remarketed by the Remarketing Agent against payment for
such Variable Rate Bonds in an amount equal to the Purchase Price plus interest
accrued and unpaid.
(c) Right to Sell Bonds. The Corporation expressly reserves the
right to sell, at any time to institutional investors, Provider Bonds purchased
by it pursuant to this Agreement provided that any such purchaser, including any
purchase by GE Capital pursuant to the terms of the GE Capital Agreement,
acknowledges in writing that its purchase pursuant to this Section 2.04(c) is
subject to the provisions of Sections 2.04(a) and (b) hereof, (ii) the Moody's
VMIG-1
5
<PAGE> 9
rating and the Standard & Poor's AAA/A-1+ shall no longer be applicable and
(iii) it shall not be entitled to the benefits of tender and purchase under
Sections 2.01 and 2.02 of this Agreement.
(d) Sale Without Recourse. Any sale of a Variable Rate Bond or
portion thereof shall be without recourse to the seller and without
representation or warranty of any kind except as may be required by law.
SECTION 2.05. Reduction of Available Commitment.{TC} Upon any Variable Rate
Bond ceasing to be outstanding pursuant to the Authorizing Document or upon
conversion to a Fixed Rate of all or any portion of the principal amount of the
Variable Rate Bonds, the aggregate Available Principal Commitment shall
automatically be terminated by an amount equal to the principal amount of such
Variable Rate Bonds.
ARTICLE III
CONDITIONS{TC}
SECTION 3.01. Conditions to Effectiveness.{TC} This Agreement shall not
become effective until each of the following conditions has been satisfied:
(a) receipt by the Corporation, of a certificate of an Authorized
Representative of the Trustee, dated the Effective Date, covering the matters
represented or warranted in Sections 4.01, 4.02 and 4.03 hereof;
(b) receipt by the Trustee, of an opinion of counsel for the
Corporation, dated the Effective Date, covering the matters represented or
warranted in Sections 4.04, 4.05, 4.06 and 4.07 hereof;
(c) the receipt by the Corporation of an opinion of counsel to the
Borrower substantially in the form attached to the Payment Agreement;
(d) reliance letters or opinions shall have been addressed and
delivered to the Corporation with respect to the legal opinions delivered in
connection with the execution of this Agreement and the issuance, sale and
delivery of the Variable Rate Bonds;
(e) receipt by the Corporation of a certificate from Authorized
Representatives of the Issuer and the Borrower to the effect that as of the
Effective Date, to the Issuer's best knowledge no "event of default" exists
under the Authorizing Document or the Loan Agreement nor does any event exist
which might become an event of default with the passage of time or giving of
notice or both;
(f) Financial Guaranty Insurance Company shall have issued a policy
of municipal bond insurance guaranteeing payment of the full amount of principal
of and interest on the Variable Rate Bonds in accordance with Financial
Guaranty's Commitment Letter dated __________, 200__, relating to such policy;
and
(g) receipt of the executed GE Capital Agreement and opinions
related thereto.
6
<PAGE> 10
SECTION 3.02. Conditions to Purchase.{TC} On the Effective Date, the
Corporation shall deliver to the Trustee its certificate stating that this
Agreement has become effective and that the conditions precedent thereto have
been satisfied.
(a) The obligation of the Corporation to purchase Variable Rate
Bonds hereunder on any Purchase Date is subject to receipt by the Corporation of
a Notice of Purchase as required by Section 2.02;
(b) The Corporation shall not be required to purchase Variable Rate
Bonds beneficially held (or held in certificated form) by or for the account of
or on behalf of the Issuer or the Borrower or any affiliate of the Issuer or the
Borrower; and
(c) To the extent Variable Rate Bonds are certificated the Tender
Agent shall hold, in trust for the Corporation, Variable Rate Bonds purchased by
the Corporation hereunder, regardless of whether such bonds have been purchased
by another entity in accordance with 2.04(c); the Trustee shall register such
Variable Rate Bonds purchased by the Corporation in the name of the Corporation
or in such other name or names as the Corporation may direct.
The Corporation shall be obligated to purchase those Variable Rate Bonds,
and only such Variable Rate Bonds, with respect to which the condition set forth
in clause (b) has been satisfied notwithstanding the fact that certain of the
outstanding Variable Rate Bonds for which such condition has not be satisfied
are not required to be purchased. The Corporation shall notify the Trustee, the
Tender Agent (if any), the Issuer and the Borrower by telephone no later than
1:30 p.m. on any Purchase Date in the event any of the conditions set forth in
this section are not met.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES{TC}
The Trustee represents and warrants that, as of the date on which this
Agreement is executed:
SECTION 4.01. Existence.{TC} The Trustee is a validly existing national
banking organization having banking and trust powers, with full right and power
to execute, deliver and perform its obligations under this Agreement and each
Related Document to which it is a party.
SECTION 4.02. Authorization; Contravention.{TC} The execution, delivery and
performance by the Trustee of this Agreement are within the Trustee's powers,
have been duly authorized by all necessary action and require no further action
by or in respect of, or filing with, any governmental body, agency or official
having jurisdiction over the trust powers of the Trustee.
SECTION 4.03. Binding Effect.{TC} This Agreement constitutes a valid,
binding and enforceable agreement of the Trustee, subject to bankruptcy,
insolvency, reorganization, arrangement and other applicable laws relating to or
affecting creditors' rights generally, to the exercise of judicial discretion in
appropriate cases and to the application of equitable principles.
7
<PAGE> 11
The Corporation represents and warrants that, as of the date on which this
Agreement is executed:
SECTION 4.04. Corporate Existence.{TC} The Corporation has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of the State of Delaware.
SECTION 4.05. Authorization; Binding Effect.{TC} This Agreement and the GE
Capital Agreement each has been duly executed and delivered by the Corporation
pursuant to due authorization and each of this Agreement and the GE Capital
Agreement constitutes a valid and binding agreement of the Corporation and GE
Capital, respectively, enforceable against the Corporation and GE Capital,
respectively, in accordance with its terms, except as (x) limited by insolvency,
reorganization, receivership, conservatorship, liquidation, moratorium or other
similar laws affecting the enforcement of creditors' rights generally as such
laws would apply in the event of the insolvency, reorganization, receivership,
conservatorship or liquidation of, or other similar occurrence with respect to,
the Corporation or GE Capital, respectively, or in the event of any moratorium
or similar occurrence affecting the Corporation or GE Capital, respectively and
(y) limited by equitable principles (regardless of whether the issue of
enforceability is considered in a proceeding in equity or at law).
SECTION 4.06. Contravention; No Default.{TC} The execution and delivery by
the Corporation of, and the performance by the Corporation of its obligations
under, this Agreement and the GE Capital Agreement will not contravene any
provision of applicable law or the Certificate of Incorporation or By-laws, each
as amended, of the Corporation or any material agreement or other instrument
binding upon the Corporation, and no consent, approval or authorization of any
governmental body or agency (which has not been obtained) is required for the
performance by the Corporation of its obligations under this Agreement or the GE
Capital Agreement.
SECTION 4.07. Litigation.{TC} There is no action, suit or proceeding
pending against, or to the knowledge of the Corporation threatened against, the
Corporation or GE Capital before any court or arbitrator or any governmental
body, agency or official in which there is a reasonable possibility of an
adverse decision which could materially adversely affect the financial position
or results of operations of the Corporation or which in any manner draws into
question the validity or enforceability of this Agreement or the GE Capital
Agreement or the Corporation's ability to perform under this Agreement.
ARTICLE V
COVENANTS{TC}
SECTION 5.01. No Amendment of GE Capital Agreement Without Consent of
Issuer, Borrower and Trustee.{TC} Without the prior written consent of the
Trustee, the Issuer and the Borrower, the Corporation will not agree or consent
to any amendment, supplement or modification of the GE Capital Agreement, nor
waive any provision thereof, nor shall the Corporation reduce, or agree to the
reduction of, any amount it may borrow thereunder to an amount lower than the
Available Commitment hereunder. The Corporation hereby repeats, for the benefit
of the Trustee, the Issuer, the Borrower and the holders of the Variable Rate
Bonds,
8
<PAGE> 12
the covenants set forth in Section 6.1 of the GE Capital Agreement, which
covenants, as well as the related defined terms contained therein, are hereby
incorporated by reference with the same effect as if each and every such
covenant and defined term were set forth herein in its entirety.
Other Liquidity Facilities.{TC} The Corporation agrees not to enter into
another standby bond purchase agreement or other similar form of liquidity
facility in support of the tender feature of adjustable rate bonds, unless such
bonds are rated by both Moody's and Standard & Poor's in their highest
short-term and long-term rating categories after giving effect to such other
agreement or liquidity facility in support of the tender feature of adjustable
rate bonds.
Disclosure.{TC} The Corporation hereby agrees to (i) provide the Issuer
with any disclosure information which the Issuer may reasonably request relating
to the Corporation for inclusion in the preliminary and final Official
Statement, including any prospectus or prospectus supplement for the initial
offering, or any reoffering circular relating to the Variable Rate Bonds, and
(ii) shall promptly provide to the Remarketing Agent any documents, including
any prospectus or prospectus supplements, as may, in the opinion of Orrick,
Herrington & Sutcliffe LLP or other special securities counsel acceptable to the
Remarketing Agent and the Issuer, be required for the remarketing of the
Variable Rate Bonds.
ARTICLE VI
DEFAULTS{TC}
SECTION 6.01. Events of Default.{TC} If one or more of the following events
("Events of Default") shall have occurred and be continuing:
(a) (i) any portion of the commitment fee for this Agreement shall
not be paid when due on the quarterly payment date therefor as set forth in the
Payment Agreement, or (ii) any other amount payable thereunder shall not be paid
when due and any such failure shall continue for three (3) Business Days after
notice thereof to the Borrower and to the Trustee;
(b) the State shall take any action which would impair the power of
the Issuer or the Borrower to comply with the covenants and obligations of the
Issuer or the Borrower under the Related Documents or any right or remedy of the
Corporation or any owners of the Variable Rate Bonds from time to time to
enforce such covenants and obligations;
(c) the Issuer or the Borrower shall fail to observe or perform any
covenant or agreement contained in the Related Documents and, if such failure is
the result of a covenant breach which is capable of being remedied, such failure
continues for ninety (90) days following written notice thereof to the Issuer,
the Trustee and the Borrower from the Corporation, provided that if any such
failure (other than a payment default) shall be such that it cannot be cured or
corrected within such ninety (90) day period, it shall not constitute an Event
of Default hereunder if curative or corrective action is instituted within such
period and diligently pursued until the failure of performance is cured or
corrected, or (ii) there shall not be, at all times a Remarketing Agent
performing the duties thereof contemplated by the Authorizing Document;
9
<PAGE> 13
(d) an event of default has occurred and is continuing under any of
the Related Documents;
(e) any representation, warranty, certification or statement made
by the Issuer or the Borrower (or incorporated by reference) in any Related
Document or in any certificate, financial statement or other document delivered
pursuant thereto or any Related Document shall prove to have been incorrect in
any material respect when made;
(f) any default by the Issuer or the Borrower shall have occurred
and be continuing in the payment of principal of or premium, if any, or interest
on any bond, note or other evidence of indebtedness of the Issuer or the
Borrower which is senior to, or on parity with, the Variable Rate Bonds;
(g) the Issuer or the Borrower files a petition in voluntary
bankruptcy, for the composition of its affairs or for its corporate
reorganization under any state or federal bankruptcy or insolvency law, or makes
an assignment for the benefit of creditors, or admits in writing to its
insolvency or inability to pay debts as they mature, or consents in writing to
the appointment of a trustee or receiver for itself;
(h) a court of competent jurisdiction shall enter an order,
judgment or decree declaring the Issuer or the Borrower insolvent, or adjudging
it bankrupt, or appointing a trustee or receiver of the Issuer, or approving a
petition filed against the Issuer or the Borrower seeking reorganization of the
Issuer or the Borrower under any applicable law or statute of the United States
of America or any state thereof, and such order, judgment or decree shall not be
vacated or set aside or stayed within sixty (60) days from the date of the entry
thereof;
(i) under the provisions of any other law for the relief or aid of
debtors, any court of competent jurisdiction shall assume custody or control of
the Issuer or the Borrower and such custody or control shall not be terminated
within (60) days from the date of assumption of such custody or control;
(j) any material provision of this Agreement, the Authorizing
Document, the Remarketing Agreement, any Related Document, the Variable Rate
Bonds or Provider Bonds shall cease for any reason whatsoever to be a valid and
binding agreement of the Issuer or the Borrower or the Issuer or the Borrower
shall contest the validity or enforceability thereof; or
(k) failure to pay when due any amount payable under the Variable
Rate Bonds or Provider Bonds (regardless of any waiver thereof by the holders of
the Bonds);
then, and in every such event (each such event is herein called a "Termination
Event"), (i) the interest rate payable on Provider Bonds shall increase to the
Default Rate, and (ii) the Corporation may terminate the Corporation's
obligation to purchase Variable Rate Bonds pursuant to this Agreement as
provided in Section 2.03; provided that an Event of Default shall not affect the
obligation of the Corporation to purchase Variable Rate Bonds in accordance with
the provisions of this Agreement prior to the close of business on the date on
which such obligation terminates pursuant to Section 2.03.
10
<PAGE> 14
ARTICLE VII
MISCELLANEOUS{TC}
SECTION 7.01. Notices.{TC} All notices, requests and other communications
to any party hereunder shall be in writing (including fax or similar writing)
and shall be given to such party at its address or facsimile number set forth on
Exhibit 3 hereof or such other address or facsimile number as such party may
hereafter specify for the purpose by notice to the other parties. Each such
notice, request or other communication shall be effective (i) if given by
facsimile, when such facsimile is transmitted to the facsimile number specified
in this Section and the appropriate answerback is received, (ii) if given by
mail, 72 hours after such communication is deposited in the mails with first
class postage prepaid, addressed as aforesaid or (iii) if given by any other
means, when delivered at the address specified in this Section; provided that
notices to the Corporation under Sections 2.02 and 2.04 shall not be effective
until received and that notices under Sections 2.02 and 2.04 may also be given
by telephone to the Corporation at the telephone numbers listed on Exhibit 3
hereof (or such other telephone number as may be designated by the Corporation,
by written notice to the Trustee and the Tender Agent (if any), to receive such
notice), immediately confirmed in writing or by facsimile.
SECTION 7.02. No Waivers.{TC}
(a) The obligations of the parties hereunder shall not in any way
be modified or limited by reference to any other document, instrument or
agreement (including, without limitation, the Variable Rate Bonds or any other
Related Document) except as set forth herein. The rights of the Corporation
hereunder are separate from and in addition to any rights that any holder of any
Variable Rate Bond may have under the terms of such Variable Rate Bond or any
Related Document or otherwise.
(b) No failure or delay by the Corporation in exercising any right,
power or privilege hereunder or under the Variable Rate Bonds shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law. No failure or delay by the
Corporation in exercising any right, power or privilege under or in respect of
the Variable Rate Bonds or any other Related Document shall affect the rights,
powers or privileges of the Corporation hereunder or shall operate as a
limitation or waiver thereof.
SECTION 7.03. Amendments and Waivers.{TC} Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in writing
and is signed by the Trustee and the Corporation. The Trustee will notify
Moody's and Standard & Poor's of any amendment to this Agreement, each of which
must confirm to the Trustee prior to such amendment or waiver becoming effective
that such amendment or waiver shall not result in a change in the rating
initially received from Moody's and Standard & Poor's.
SECTION 7.04. Successors and Assigns.{TC} The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that neither party may assign or
otherwise transfer any of its rights under this
11
<PAGE> 15
Agreement without the prior written consent of the other party except to any
successor Trustee pursuant to the terms of the Authorizing Document. The Trustee
shall notify Moody's and Standard & Poor's in writing of any assignment or
transfer for which consent of the Trustee or the Corporation is required, each
of which must confirm to the Trustee that prior to such assignment or waiver
becoming effective such assignment or transfer shall not result in a change in
the rating received from Moody's and Standard & Poor's immediately preceding
such assignment or transfer.
SECTION 7.05. Term of this Agreement.{TC} The term of this Agreement shall
be until the expiration of the Purchase Period.
SECTION 7.06. Governing Law.{TC} This Agreement shall be construed in
accordance with and governed by the laws of the State.
SECTION 7.07. Counterparts.{TC} This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 7.08. Trustee May Act through Agents and Appoint Co-Trustees.{TC}
The Trustee and Tender Agent may execute any of the powers hereof and perform
any duties hereunder either directly or by or through its agents or attorneys.
The Trustee and Tender Agent may delegate to one or more co-Trustees or
co-Tender Agents such power, rights, duties and responsibilities as they may
deem necessary or desirable in order to permit the Trustee and Tender Agent to
lawfully execute and perform the duties set forth in this Agreement.
SECTION 7.09. Beneficiaries.{TC} This Agreement is made by the Corporation
with the Trustee for the express benefit of the holders of the Variable Rate
Bonds, the Issuer and the Borrower. Nothing contained herein, express or
implied, is intended to give any person other than the Corporation, the Trustee,
the Issuer, the Borrower and the holders of the Variable Rate Bonds any right,
remedy, or claim hereunder or by reason hereof. Any agreement or covenant
required herein to be performed by or on behalf of the Corporation shall be for
the sole and exclusive benefit of the Trustee, the Issuer, the Borrower and the
holders of the Variable Rate Bonds. Prior to the Scheduled Termination Date and
provided that the Commitment hereunder has not terminated pursuant to the
provisions of Sections 2.03 and 6.01 hereof, the Corporation agrees that it will
not assert any act or failure to act by the Issuer, including without limitation
(A) the commencement of a bankruptcy or similar case by or against the Issuer or
the Borrower, (B) the unenforceability or nonpayment of the Provider Rate in any
such case, (C) the unenforceability of the Payment Agreement, or (D) any default
under any Related Document or Event of Default as a defense to its obligations
hereunder, and that this Agreement shall survive (A) the commencement of a
bankruptcy or similar case by or against the Issuer, (B) the unenforceability or
nonpayment of the Provider Rate in any such case, (C) the unenforceability of
the Payment Agreement, or (D) any default under any Related Document or Event of
Default. The Corporation agrees that, so long as this Agreement is in effect and
has not terminated, the holders of the Variable Rate Bonds, the Issuer and the
Borrower are express beneficiaries of this Agreement and, as such, any holder of
a Variable Rate Bond, the Issuer and the Borrower on behalf of any such holder
shall have the right to bring suit against the Corporation to enforce this
Agreement should the Corporation fail to perform any of its obligations
hereunder.
12
<PAGE> 16
SECTION 7.10. Capacity of Trustee.{TC} The Trustee is entering into this
Agreement solely in its capacity as Trustee under the Authorizing Document and
the duties, powers, rights and liabilities of the Trustee in acting hereunder as
Trustee shall be subject to the provisions of the Authorizing Document
including, without limitation, Article X thereof.
SECTION 7.11. Responsibility of Corporation for Trustee Actions.{TC} The
Corporation shall not have any responsibility for, or incur any liability in
respect of, any act, or any failure to act, by the Trustee which results in the
failure of the Trustee (i) to credit the appropriate account with funds made
available by the Corporation pursuant to this Section or (ii) to effect the
purchase for the account of the Corporation of Variable Rate Bonds with such
funds pursuant to this Section.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
13
<PAGE> 17
IN WITNESS WHEREOF, the parties hereto have caused this Standby Bond
Purchase Agreement to be duly executed by their respective authorized officers
as of the day and year first above written.
[NAME OF BANK],
as Trustee
By:_____________________________________
Name:___________________________________
Title:__________________________________
FGIC SECURITIES PURCHASE, INC.
By:_____________________________________
Name:___________________________________
Title: Vice President
14
<PAGE> 18
EXHIBIT 1
[LETTERHEAD OF THE TRUSTEE]
NOTICE OF PURCHASE
[Date]
FGIC Securities Purchase, Inc.
115 Broadway
New York, New York 10006
Attention: President
Re: $__________ [Name of Bonds]
Series ______ of 200_
Ladies and Gentlemen:
Reference is made to the Standby Bond Purchase Agreement dated as of
__________, 200__ (the "Agreement") between [Name of Bank], as Trustee, and FGIC
Securities Purchase, Inc. Capitalized terms used herein shall have the meanings
given to them in or by reference to the Agreement.
Pursuant to Section 2.02(a) of the Agreement, we hereby give you notice
that due to the unavailability of remarketing proceeds on the Purchase Date
(hereinafter defined) or the occurrence of such other applicable event described
the Authorizing Document, such Variable Rate Bonds are to be purchased by you on
____________ __, (the "Purchase Date") pursuant to Section 2.02 of the
Agreement. The aggregate Purchase Price of such Variable Rate Bonds is
__________ dollars ($________). Of such aggregate Purchase Price, __________
dollars ($______) comprises principal of such Variable Rate Bonds and _________
dollars ($______) comprises interest accrued on such Variable Rate Bonds to but
excluding the Purchase Date. The Variable Rate Bonds referred to herein bear
interest at a Variable Rate and have not been defeased.
The Purchase Price should be provided in immediately available funds on the
Purchase Date at the time specified in the Agreement.
Very truly yours,
[NAME OF BANK],
as Trustee
By:______________________________
Name:
Title:
<PAGE> 19
EXHIBIT 2
[LETTERHEAD OF CORPORATION]
TERMINATION NOTICE
[Insert Name and Address of Trustee].
Re: $__________ [Name of Bonds]
Series of 200
Ladies and Gentlemen:
Reference is made to the Standby Bond Purchase Agreement dated as of
__________, 200__ (the "Agreement") between [Name of Bank], as Trustee, and FGIC
Securities Purchase, Inc. Capitalized terms used herein shall have the meanings
given to them in or by reference to the Agreement.
We hereby give you notice that a Termination Event [identify the event] has
occurred and is continuing. Pursuant to Section 2.03 of the Agreement, the
Commitment shall terminate, effective at the close of business on the date which
is the 30th day following the date of receipt of this Termination Notice, or if
such day is not a Business Day, the next succeeding Business Day.
Please be advised that a Notice of Purchase may not be delivered following
the effective date of the termination of the Commitment.
Very truly yours,
FGIC SECURITIES PURCHASE, INC.
By: __________________________
Name:
Title: Vice President
<PAGE> 20
EXHIBIT 3
NOTICE ADDRESSES
[Insert Name of Trustee,
Address and
Contact]
Attention: _________________________
Fax Number: ________________________
Telephone Number: __________________
[Insert Name of Conduit Borrower,
Address and
Contact
Attention: _________________________
Fax Number: ________________________
Telephone Number: __________________
[Insert Name of Issuer,
Address and
Contact
Attention: _________________________
Fax Number: ________________________
Telephone Number: __________________
FGIC SECURITIES PURCHASE, INC.
115 Broadway
New York, New York 10006
Attention: President
Copy: Senior Counsel, Public Finance
Fax Number: (212) 312-3093
Telephone number: (212) 312-3000
[Insert Name of Remarketing Agent
Address and
Contact]
Attention: _________________________
Fax Number: ________________________
Telephone Number: __________________
<PAGE> 21
EXHIBIT 4
PAYMENT AGREEMENT
AGREEMENT (the "Agreement") dated as of __________, 200__ among
_________________________, a _________________________ under the laws of
_________________________ (the "Borrower"), and FGIC SECURITIES PURCHASE, INC.,
a Delaware corporation (the "Corporation").
WHEREAS, _________________________, a public _________________________
government instrumentality organized and existing under the laws of ____________
(the "Issuer") has issued simultaneously herewith $____________ principal amount
of its ________________________ Bonds [Name of Bonds] (herein called, the
"Variable Rate Bonds") pursuant to a Trust Indenture dated as of __________,
200__ (the "Authorizing Document"), between the Issuer and [Name of Bank], as
Trustee (the "Trustee") as in effect on the date hereof;
WHEREAS, the Borrower has agreed under a Loan Agreement dated as of
__________, 200__ (the "Loan Agreement") to make loan repayments to the Issuer
in amounts sufficient to pay debt service on the Variable Rate Bonds; and
WHEREAS, the Authorizing Document provides that the holders of the Variable
Rate Bonds shall have the option, upon the satisfaction of certain conditions,
to tender Variable Rate Bonds to the Trustee for purchase, upon notice to the
Trustee as provided for in the Authorizing Document and, under certain
circumstances, may be required to tender their Variable Rate Bonds for purchase
thereof in accordance with the terms of the Authorizing Document; and
WHEREAS, the Corporation has agreed to purchase such tendered Bonds
pursuant to the terms of a Standby Bond Purchase Agreement dated as of
__________, 200__ (the "Standby Bond Purchase Agreement") between the
Corporation and the Trustee;
NOW, THEREFORE, as consideration for the issuance by the Corporation of the
Standby Bond Purchase Agreement and the Corporation's assumption of the
liabilities and undertakings of the Corporation thereunder, the parties hereto
agree as follows (hereinafter, all capitalized terms not otherwise defined
herein shall have the same meanings set forth in the Standby Bond Purchase
Agreement or in the Authorizing Document, wherever such terms appear):
1. Fees. (a) Until the Commitment has terminated, the Borrower shall pay to
the Corporation a commitment fee at the rate of ____% per annum on the daily
average amount of the Available Commitment. Such commitment fee shall accrue
from and including the Effective Date to but excluding the date of termination
of the Commitment in its entirety and shall be payable quarterly in arrears on
each __________, __________, __________ and __________, commencing __________,
200__ and upon the date of termination of the Commitment in its entirety. The
Corporation shall use its best efforts to mail to the Borrower and the Trustee,
not fewer than 30 days prior to each quarterly due date, an invoice for the
amount of the commitment fee next due. The commitment fee shall be computed on
the basis of a year of 365/366 days and paid for the actual number of days
elapsed.
<PAGE> 22
(b) Whenever any payment hereunder shall be due on a day which is
not a Business Day, the date for payment thereof shall be extended to the next
succeeding Business Day.
2. General Provisions as to Payments. Notwithstanding any provision
contained in the Variable Rate Bonds, any Related Document, or any other
instrument, so long as any of the Variable Rate Bonds are owned by the
Corporation under the Standby Bond Purchase Agreement, the Trustee on behalf of
the Issuer shall cause each payment of principal of and interest on such
Variable Rate Bonds so owned by the Corporation to be paid not later than 2:00
p.m., New York City time on the date when due in immediately available funds, to
the account of the Corporation at Chemical Bank, New York, New York, A/C No.
144811849. Commitment fees due to the Corporation pursuant to Section 1 hereof
shall be paid by the Borrower not later than 2:00 p.m., New York City time on
the date when due in immediately available funds, or on the prior day in next
day funds, to the account of the Corporation.
3. Expenses. The Borrower shall pay all reasonable out-of-pocket
Corporation expenses, including (i) fees and disbursements of counsel for the
Corporation (as set forth in the Commitment Letter dated __________, 2000 from
the Corporation to the Issuer, such fees and disbursements equal to $20,000) in
connection with the preparation and review of the Standby Bond Purchase
Agreement, this Agreement, initial Securities and Exchange Commission filings,
the preliminary and final Official Statements and the Related Documents, (ii)
fees associated with Securities and Exchange Commission filings (equal to 1/29
of 1% of the Available Commitment) and (iii) in connection with any waiver or
consent hereunder or thereunder or any amendment hereof or thereof or any
default or alleged default hereunder or thereunder and (iv) if an Event of
Default occurs under the Standby Bond Purchase Agreement, reasonable
out-of-pocket expenses incurred by the Corporation, including reasonable fees
and disbursements of counsel, in connection with such Event of Default and
collection and other enforcement proceedings resulting therefrom.
4. Indemnification. To the extent permitted by law, the Borrower hereby
indemnifies and holds harmless the Corporation from and against the cost of
defending any and all third party claims and all costs, losses, expenses, fines,
penalties and all other liabilities whatsoever that the Corporation may incur
(or may be claimed against the Corporation by any person whatsoever) by reason
of any untrue statement or alleged untrue statement relating to the Borrower of
any material fact contained or incorporated by reference in the preliminary or
final Official Statement, or supplements thereto, relating to the Variable Rate
Bonds, or the omission or alleged omission to state therein a material fact
relating to the Borrower necessary to make such statements, in the light of the
circumstances under which they are or were made, not misleading (excluding any
materials expressly provided for inclusion therein by the Corporation or
Financial Guaranty Insurance Company); provided that the Borrower shall not be
required to indemnify the Corporation for any costs of defending third party
claims or liabilities to the extent, but only to the extent, such claims or
liabilities arise due to the willful misconduct or negligence of the Corporation
or are attributable to information concerning the Corporation or Financial
Guaranty Insurance Company provided by them expressly for use in the preliminary
or final Official Statement, or supplements thereto or to the information
contained in or omitted from the Corporation's Prospectus, Prospectus Supplement
or Registration Statement. The Corporation will promptly notify the Borrower
upon becoming aware of any claims or liabilities
2
<PAGE> 23
giving rise to a right to indemnification hereunder and will cooperate with the
Borrower in the defense of such claims or liabilities. Nothing in this Section
is intended to limit the Borrower's obligations contained in other parts of this
Agreement. The Borrower will not refer to the Corporation in any materials used
in marketing the Variable Rate Bonds without the prior written consent of the
Corporation.
5. Term of the Standby Bond Purchase Agreement. As further provided in the
Standby Bond Purchase Agreement, the term of the Standby Bond Purchase Agreement
shall be until the termination of the Purchase Period. Any termination by the
Corporation or by the Trustee shall be subject to the Borrower's payment in full
of all sums due pursuant to this Agreement and, notwithstanding a termination of
the Standby Bond Purchase Agreement by either the Corporation or the Trustee,
the provisions of Section 4 shall survive such termination and shall remain in
full force and effect.
6. Borrower Representations and Warranties. The Borrower represents and
warrants that, as of the date on which this Agreement is executed:
(a) Existence. The Borrower is validly existing as a public body
corporate and politic constituting an instrumentality of the Commonwealth of
Pennsylvania, with full right and power to issue, execute, deliver and perform
its obligations under this Agreement and each Related Document to which the
Borrower is a party.
(b) Authorization; Contravention. The execution, delivery and
performance by the Borrower of this Agreement and each Related Document to which
the Borrower is a party are within the Borrower's powers, have been duly
authorized by all necessary action, require no action by or in respect of, or
filing with, any governmental body, agency or official by the Borrower and do
not violate or contravene, or constitute a default under, any provision of
applicable law, charter, ordinance or regulation or of any material agreement,
judgment, injunction, order, decree or other instrument binding upon the
Borrower except as set forth in the Authorizing Document or result in the
creation or imposition of any lien or encumbrance on any asset of the Borrower
except for liens in favor of the Trustee as contemplated by the Authorizing
Document.
(c) Binding Effect. This Agreement and each Related Document to
which Borrower is a party constitute a valid, binding and enforceable agreement
of the Borrower, subject to applicable laws (and equitable principles) affecting
creditors' rights generally.
(d) No Default. The Borrower is not, in any material respect, in
breach of or default under its charter or other similar documents, or any
applicable law or administrative regulation of the State or of the United
States, relating, in each case, to the issuance of debt securities by it, or any
applicable material judgment, decree, loan agreement, note, resolution,
ordinance, agreement or other instrument to which it is a party or is otherwise
subject.
(e) Litigation. Except as disclosed in the Official Statement with
respect to the Variable Rate Bonds, there is no action, suit or proceeding
pending against, or to the knowledge of the Borrower threatened against or
affecting, the Borrower before any court or arbitrator or any governmental body,
agency or official in which there is a reasonable possibility
3
<PAGE> 24
of an adverse decision which could materially adversely affect the financial
position or results of operations of the Borrower or which in any manner draws
into question the validity or enforceability of this Agreement or any Related
Document.
7. Governing Law. This Agreement shall be construed in accordance with and
governed by the law of the _________________________. Concurrently with the
execution and delivery hereof, the Borrower shall deliver an opinion of its
counsel, addressed to, and in form and substance acceptable to, the Corporation,
as to the power, authority and valid and binding effect of this Agreement upon
the Borrower, substantially in the form attached as Exhibit A.
8. Covenants. The Borrower agrees that so long as the Corporation has a
Commitment hereunder or any amount payable hereunder or under any Variable Rate
Bond purchased by the Corporation pursuant to this Agreement remains unpaid:
(a) Information. The Borrower will deliver to the Corporation as
soon as possible and in any event within 180 days after the end of each Fiscal
Year of the Borrower, a balance sheet of the Borrower as of the end of such
Fiscal Year and the related statements of revenue and expense, all certified as
to the fairness of presentation, generally accepted accounting principles and
consistency by a firm of independent certified public accountants.
(b) No Amendment Without Consent of the Corporation. Without the
prior written consent of the Corporation, the Borrower will not agree or consent
to any amendment, supplement or modification of any Related Document, nor waive
any provision thereof; provided, however, that the Borrower may agree or consent
to amendments to the Variable Rate Bonds and the Authorizing Document to the
extent that such amendments are permitted under the Authorizing Document without
the consent of Bondholders or the Liquidity Provider (as such terms are defined
therein), and (ii) such amendments do not materially adversely affect the
Corporation or the performance of this Agreement and the Standby Bond Purchase
Agreement, and may agree or consent to amendments to any Related Document to the
extent such amendments do not materially adversely affect the Corporation or the
performance of this Agreement and the Standby Bond Purchase Agreement.
(c) Maintenance of Remarketing Agent. The Borrower will cause the
Issuer to at all times have a Remarketing Agent performing the duties thereof
contemplated by the Authorizing Document.
9. Disclosure. The Corporation hereby agrees to (i) provide the Borrower
with any disclosure information which the Borrower may reasonably request
relating to the Corporation for inclusion in the preliminary and final Official
Statement, including any prospectus or prospectus supplement for the initial
offering, or any reoffering circular relating to the Variable Rate Bonds, and
(ii) promptly provide to the Remarketing Agent any documents, including any
prospectus or prospectus supplements, as may, in the opinion of Orrick,
Herrington & Sutcliffe LLP or other special securities counsel acceptable to the
Remarketing Agent and the Borrower, be required for the remarketing of the
Variable Rate Bonds.
4
<PAGE> 25
10. Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
-----------------------------------
as Borrower
By:_____________________________________
Name:___________________________________
Title:__________________________________
[Insert Address and
Contact information]
Attention: ___________________________
Fax Number: __________________________
Telephone Number: ____________________
FGIC SECURITIES PURCHASE, INC.
By____________________________________
Name:_________________________________
Title: Vice President
115 Broadway
New York, New York 10006
Attention: President
Copy: Senior Counsel, Public Finance
Fax Number: (212) 312-3093
Telephone number: (212) 312-3000
5
<PAGE> 26
EXHIBIT A
OPINION OF COUNSEL FOR THE BORROWER
__________, 200__
FGIC Securities Purchase, Inc.
115 Broadway
New York, New York 10006
Re: $__________ ___________________________________ [Name of Bonds]
_________Revenue Bonds ([insert name of conduit project), Series __ of 200_
Dear Ladies and Gentlemen:
We have acted as counsel for ____________________ (the "Borrower") in
connection with (i) the Standby Bond Purchase Agreement dated as of __________,
200__ (the "Standby Bond Purchase Agreement") between FGIC Securities Purchase,
Inc. and _________________, as Trustee (the "Trustee"), (ii) the Payment
Agreement between the Borrower and FGIC Securities Purchase, Inc. dated as of
__________, 2000 (the "Payment Agreement"), (iii) a Trust Indenture dated as of
__________, 2000, between the Issuer and the Trustee (the "Authorizing
Document"), as in effect on the date hereof and (iv) a Loan Agreement dated as
of __________, 2000, between the Issuer and the Borrower. The Standby Bond
Purchase Agreement, the Payment Agreement, the Authorizing Document, the Loan
Agreement and all other documents (to which the Borrower is a party) relating to
the issuance of the captioned Bonds or the security therefor are hereinafter
referred to as the "Agreements". You have requested our opinion as to certain
matters concerning the Agreements. Terms defined in the Standby Bond Purchase
Agreement or in the Payment Agreement are used herein as defined therein.
Based on our examination of existing law, the Agreements, such legal
proceedings and such other documents as we deem necessary to render this
opinion, we are of the opinion that:
1. The Payment Agreement has been duly executed and delivered by the
Borrower pursuant to due authorization and constitutes the valid and binding
agreement of the Borrower enforceable against the Borrower in accordance with
its terms, except as (x) limited by insolvency, reorganization, receivership,
conservatorship, liquidation, moratorium or other similar laws affecting the
enforcement of creditors' rights generally as such laws would apply in the event
of the insolvency, reorganization, receivership, conservatorship or liquidation
of, or other similar occurrence with respect to, the Borrower or in the event of
any moratorium or similar occurrence affecting the Borrower, and (y) limited by
equitable principles (regardless of whether the issue of enforceability is
considered in a proceeding in equity or at law).
2. The execution and delivery by the Borrower of, and the performance by
the Borrower of its obligations under, the Payment Agreement will not contravene
any provision of law applicable to the Borrower or any material agreement or
other instrument binding upon the Borrower known to us, and no consent, approval
or authorization of any governmental body or agency (which has not been
obtained) is required for the performance by the Borrower of its obligations
under the Payment Agreement.
<PAGE> 27
3. Except as disclosed in the Official Statement, there is no action, suit
or proceeding pending against, or to the best of our knowledge, threatened
against, the Borrower before any court or arbitrator or any governmental body,
agency or official in which there is a reasonable possibility of an adverse
decision which could materially adversely affect the financial position or
results of operations of the Borrower or which in any manner draws into question
the validity or enforceability of the Agreements.
Very truly yours,
-----------------------------------
Counsel for the Borrower
2
