EXHIBIT 4.2
U.S. TRADE FUNDING CORP.
SUPPLEMENTAL TRUST AGREEMENT
This Supplemental Trust Agreement, dated as of October 1, 1996 (referred to
herein as this "Supplement"), is made by and among U.S. Trade Funding Corp., a
Delaware corporation (the "Company"), LaSalle National Bank, a national banking
association, as trustee (the "Trustee"), and ABN AMRO Bank N.V., a bank
organized under the laws of The Netherlands and acting through its Chicago
Branch (the "Servicer").
PRELIMINARY STATEMENT
This Supplement incorporates by reference the Standard Terms and Conditions
of Trust Agreement, dated as of January 1, 1995 attached hereto as Appendix A
(the "Standard Terms of Trust Agreement"), and together this Supplement and the
Standard Terms of Trust Agreement form the Trust Agreement entered into to
effect the financing described below.
The Trust is being created for the primary purposes of (i) acquiring from
the Company and holding two (2) promissory notes (each constituting a "Loan
Note" under the Trust Agreement), each converted from a floating to a fixed rate
of interest and reissued and dated the date of conversion, and originally issued
by the Borrower (as defined herein) to ABN AMRO Bank N.V. (in such capacity, the
"Seller") in the principal amounts of $50,952,326.31 and $50,719,872.97 and (ii)
issuing the Securities. The Company has the right to acquire the Loan Notes
from the Seller pursuant to that certain Purchase Agreement dated as of January
1, 1995 between the Company and the Seller. The principal amount of each of the
Loan Notes is payable in 24 installments of principal, such installments to be
paid on February 15 and August 15 of each year, commencing February 15, 1997 and
having a final maturity of August 15, 2008. The payments of principal of and
interest (at the Guaranteed Interest Rate as defined in the Guarantee Agreement
hereinafter referred to) on the Loan Notes are guaranteed by the Export-Import
Bank of the United States ("Eximbank"), an agency of the government of the
United States of America, under the Guarantee Agreement (as defined herein),
which guarantee is backed by the full faith and credit of the United States of
America.
The beneficial interests in the Trust shall be evidenced by the Securities.
All covenants and agreements made by the Company, the Trustee and the Servicer
herein are for the benefit of the holders of the Securities.
All things necessary to make the Trust Agreement a valid agreement of the
Company, the Trustee and the Servicer in accordance with its terms have been
done.
GRANTING CLAUSE
In consideration of the Trustee's delivery to, or upon the order of, the
Company of authenticated Securities, in authorized denominations in an aggregate
Imputed Principal
Amount equal to the amount specified in the Preliminary Statement of this
Supplement, the Company hereby sells, transfers, assigns and conveys, without
recourse, to the Trustee, upon the terms and conditions hereof, all of its right
title and interest in and to the Loans, Loan Notes, Loan Documents, the
Liquidity Facility and other assets, all as identified on Schedule I hereto (the
"Trust Estate"). The sale, transfer, assignment and conveyance made hereunder
shall not constitute and is not intended to result in an assumption by the
Trustee or any Holder of any remaining obligation of the Company to the Borrower
or any other Person in connection with the Loans and the rest of the Trust
Estate or any agreement document or instrument related thereto.
The Trustee acknowledges such Grant, accepts the trusts hereunder in
accordance with the provisions hereof and agrees to perform the duties herein
required to the best of its ability to the end that the interests of the Holders
may be adequately and effectively protected.
ARTICLE ONE
SPECIFIC DEFINITIONS AND PROVISIONS
Section 1.01. Definitions. The Standard Terms of Trust Agreement provide
that certain terms used in the Trust Agreement shall be defined in this
Supplement. All other terms used in the Trust Agreement have the applicable
meanings assigned to them in the Standard Terms of Trust Agreement. With respect
to this Issue of Securities, the following definitions shall apply:
"Assignment": shall mean, with respect to a Loan Note, the Assignment
executed by the Trustee and delivered by the Trustee (or by the Servicer on
behalf of the Trustee), on behalf of the Trust, to Eximbank as provided in
Sections 4.02(d), (e), and (f) in substantially the form of Annex C to the
Guarantee Agreement.
"Borrower" or "Borrowers": shall mean YA96A Limited, a company
incorporated under the laws of the Cayman Islands and having its registered
office at ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, P.O. Box 309, Grand Cayman, Cayman
Islands, British West Indies.
"Business Day": shall mean a day which is not a Saturday or Sunday and a
day on which banks are open for the transaction of business in Chicago, Illinois
and New York, New York.
"Collection Period": shall mean, for any Security, the period from and
including the day immediately following the most recent relevant Payment Date
(or, with respect to the initial Payment Date, from and after the Delivery Date)
to and including the next succeeding relevant Payment Date.
"Corporate Trust Office": shall mean the office of the Trustee located at
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
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"Credit Enhancement": shall mean the Guarantee Agreement.
"Cut-Off Date": shall mean the last day of any Collection Period.
"Delivery Date": shall mean October 25, 1996.
"DTC": means The Depository Trust Company, a limited-purpose trust company
organized under the laws of the State of New York, as depository of the
Securities, and any successor depository of the Securities.
"DTC Letter": means the letter of representations executed by the Trustee
on behalf of the Trust and acknowledged by DTC substantially in the form of
Exhibit F hereto.
"DTC Participants": means the securities brokers and dealers, banks, trust
companies, clearing corporations and other organizations which participate in or
have access to DTC's system for the electronic clearance and settlement of
securities transactions.
"Eximbank": shall mean Export-Import Bank of the United States, or any
successor thereto.
"Eximbank Payment Certificate": shall mean the certificate, in
substantially the form of Annex D to the Guarantee Agreement, issued by Eximbank
to the Trust on behalf of the Holders in accordance with the Guarantee
Agreement, pursuant to which Eximbank agrees to make timely payments to the
Trust on behalf of the Holders of the Guaranteed Amounts due on the Loan Notes,
on each subsequent related Note Payment Date, until the scheduled maturity
thereof.
"Eximbank Payment Demand Date": shall mean, with respect to a Loan Note
and in connection with the failure of the Borrower to pay in full on the
relevant Note Payment Date an installment of principal or interest on such Loan
Note, the first Business Day occurring on or after the later of (i) fifteen (15)
calendar days following the date upon which the Trustee (or the Servicer on
behalf of the Trustee) has delivered a Payment Demand to the Borrower, the
Lessee and the Industrial and Commercial Bank of China in accordance with the
provisions of the Servicing Agreement and Guarantee Agreement and (ii) thirty
(30) calendar days following such Note Payment Date.
"Eximbank Payment Event": shall have the meaning set forth in Section
4.02(f).
"Guarantee": shall mean the obligation of Eximbank, pursuant to and
subject to the terms and conditions of the Guarantee Agreement, to make payment
of (i) the outstanding principal amount of each Loan Note, (ii) the accrued
interest on the outstanding principal amount of each Loan Note at the Guaranteed
Interest Rate and (iii) the accrued post-maturity interest on any due and unpaid
principal of, and any due and unpaid accrued interest on, each Loan Note at the
applicable Guaranteed Interest Rate for such Loan Note.
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"Guarantee Agreement": shall mean the Guarantee Agreement dated as of
September 11, 1996, between the Seller (as Facility Agent) and Eximbank,
relating to the Loan Notes, as amended, supplemented or otherwise modified and
in effect from time to time in accordance with its terms.
"Guaranteed Amounts": shall mean the "Guaranteed Amounts" as defined in
the Guarantee Agreement.
"Guaranteed Interest Rate": shall have the meaning assigned to such term
in the Guarantee Agreement.
"Guaranteed Loan Agreement": shall mean the Guaranteed Loan Agreement
dated as of August 27, 1996 by and among the Borrower, the Lenders (as defined
therein), the Seller (as Facility Agent), Eximbank and Wilmington Trust Company
(as Security Trustee).
"Imputed Interest Amount": shall mean an amount determined as of any
Payment Date equal to the amount of interest scheduled to be paid on the Loan
Notes on the related Note Payment Date, and as of any other date, the aggregate
amount of Imputed Interest due and outstanding on such date.
"Interest Rate": shall mean the Guaranteed Interest Rate.
"Lessee": shall mean China Yunnan Airlines, a state-owned legal entity
organized and existing under the laws of the People's Republic of China.
"Level 1 Parties": shall mean the Holders of the 6.75% Trade Trust Series
1996-A Certificates.
"Liquidity Facility": shall mean that certain Irrevocable Revolving Credit
Agreement dated as of January 1, 1995, among the Liquidity Provider, the
Servicer, the Company and the Trustee in favor of the Trustee, or any
Replacement Facility.
"Liquidity Provider": means ABN AMRO Bank N.V., in its capacity as Lender
under (and as defined in) the Liquidity Facility, or any successor Liquidity
Provider.
"Minimum Denomination": shall mean $100,000.
"Mortgage": shall mean the mortgage on the relevant aircraft securing the
Loan Notes in favor of Wilmington Trust Company, as security trustee.
"Note Payment Date": shall mean the scheduled dates under the Loan Notes
for payments of principal and/or interest thereon. The Loan Notes, on the
Delivery Date, have Note Payment Dates on February 15 and August 15 of each year
and if any of such dates are not a Business Day, such Note Payment Date shall be
the next succeeding Business Day, provided that if August 15, 2008 shall not be
a Business Day, such Note Payment Date shall be the next preceding Business Day.
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"Payment Date": shall mean the dates upon which Distributions are required
to be made on the Securities, which shall be February 15 and August 15 of each
year, commencing with February 15, 1997 or if any of such Payment Dates are not
a Business Day, the Payment Date shall be the next succeeding Business Day,
provided that if August 15, 2008 shall not be a Business Day, such Payment Date
shall be the next preceding Business Day.
"Payment Demand": shall mean any written demand, delivered by the Trustee
(or by the Servicer on behalf of the Trustee for the benefit of the Trust) as
provided in the Servicing Agreement, executed by an authorized officer of the
Trustee, and addressed to the Borrower, the Lessee, the Industrial and
Commercial Bank of China or Eximbank, for payment of amounts due and unpaid
under any Loan Note, the guarantee issued by the Industrial and Commercial Bank
of China to Eximbank, or the Guarantee, as the case may be, substantially in the
forms attached as Exhibit C hereto (in the case of the Borrower and the Lessee),
Exhibit D hereto (in the case of the Industrial and Commercial Bank of China)
and Exhibit E hereto (in the case of Eximbank).
"Rating Agency": shall mean Standard & Poor's Ratings Group, a division of
the ▇▇▇▇▇▇-▇▇▇▇ Companies or any successor.
"Record Date": shall mean, in respect of any Payment Date, the fifteenth
day preceding such Payment Date, and in respect of any other event, the
fifteenth day preceding the occurrence of such event.
"Replacement Facility": shall mean a replacement irrevocable liquidity
facility substantially identical to the initial Liquidity Facility and issued by
an institution with a short-term unsecured debt rating of A-1+ by the Rating
Agency and which is acceptable to Eximbank.
"Required Rating": shall mean a minimum rating in respect of the
Securities of "AAA" by the Rating Agency.
"Servicer Remittance Date": shall mean the related Payment Date.
"Servicer Remittance Report": shall mean the report required to be
delivered by the Servicer to the Trustee substantially in the form attached
hereto as Exhibit B.
"Servicing Agreement": means the Servicing Agreement dated as of January
1, 1995 among the Company, the Servicer and the Trustee.
"Special Payment Date": means the date on which there shall have been
deposited in the Revenue Account an amount, derived from collections in respect
of a Loan Note (and/or related Guarantee) as to which an Advance (as defined in
the related Liquidity Facility) has been made and remains outstanding,
sufficient to pay the principal amount of such Advance together with accrued
interest thereon to the Special Payment Date as provided in the Liquidity
Facility.
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"Stated Maturity": shall mean August 15, 2008.
"Transfer Agreement": means the Transfer Agreement dated as of October 1,
1996 among the Borrower, ABN AMRO Bank N.V., as Facility Agent and Lender, and
the Trustee, in substantially the form attached as Appendix 4 to the Loan
Agreement.
"Underwriting Agreement": shall mean that certain Underwriting Agreement,
dated October 25, 1996 by and between ABN AMRO Securities (USA) Inc., as
Underwriter and the Company.
Section 1.02. The Standard Terms of Trust Agreement provide that certain
accounts required to be established by the Trustee for this Issue of Securities
will be more specifically identified in this Supplement. Accordingly, the
following is a list of such accounts:
(a) The Distribution Account is established with LaSalle National
Bank, Account Number: 677635401.
(b) One (1) Level 1 Interest Account is established as a sub-account
of the Distribution Account with LaSalle National Bank, Account Number:
677635419.
(c) No Level 2 or lower priority Interest Accounts are established.
(d) One (1) Level 1 Principal Account is established, as a
sub-account of the Distribution Account, with LaSalle National Bank,
Account Number: 677635427.
(e) No Level 2 or lower priority Principal Account is established.
(f) The Revenue Account is established with LaSalle National Bank,
Account Number: 677635435.
Section 1.03. Addresses for Notices.
(a) The address to which notices under the Trust Agreement should be
mailed to the Trustee is LaSalle National Bank, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ - Attention: Corporate Trust Department;
(b) The address to which notices under the Trust Agreement should be
mailed to the Servicer is ABN AMRO Bank N.V., Chicago Branch, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ - Attention: Structured Trade
Finance, Suite 725.
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ARTICLE TWO
FORM OF SECURITIES
Section 2.01. The Securities shall be in substantially the form of Exhibit
A hereto, which form is hereby incorporated in and made a part of this
Supplement.
ARTICLE THREE
APPLICATION OF MONEYS COLLECTED
Section 3.01. Notwithstanding any provisions of the Standard Terms and
Conditions of Trust Agreement to the contrary (including without limitation
Section 8.07(b) thereof), any money deposited in the Revenue Account and to be
distributed to the Distribution Account and Payment Accounts in accordance with
the Standard Terms and Conditions of Trust Agreement shall be applied for
distribution in the following order of priority (and the Servicer Remittance
Report shall so reflect such allocation):
First: To the payment of all amounts due to the Liquidity Provider in
respect of outstanding principal and interest on Advances (as defined in
the Liquidity Agreement), (but only to the extent that the proceeds of such
Advances have been used to pay Certificateholders amounts due them on the
most recent Payment Date).
Second: To the payment of amounts due in respect of the Imputed
Interest Amount (but not Imputed Interest Amounts related to default
interest on Loan Notes) on the Securities.
Third: To the payment of amounts due in respect of the Imputed
Principal Amount of the Securities.
Fourth: To the payment of amounts due in respect of the Imputed
Interest Amount related to default interest on unpaid principal and
interest on Loan Notes.
Fifth: To the payment of any supplemental fee due the Liquidity
Provider pursuant to Section 2.06(b) of the Liquidity Facility.
Notwithstanding any provisions of the Standard Terms and Conditions to the
contrary (including without limitation Section 8.07 thereof), any other
obligations, payments, debts, liens or encumbrances created hereunder or under
any other agreement or document shall in all events be subordinate and junior to
the rights of Holders to receive payments of principal and interest with respect
to the Certificates.
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ARTICLE FOUR
MODIFICATIONS AND SUPPLEMENTS TO PROVISIONS
OF
STANDARD TERMS OF TRUST AGREEMENT
Section 4.01. Additional Closing Conditions. As further conditions to the
issuance of the Securities, the following events shall have occurred prior to,
or shall occur simultaneously with, the issuance of the Securities:
(a) execution and delivery of the Transfer Agreement by the parties
thereto, and satisfaction of all the conditions set forth therein to the
acquisition by the Trustee, on behalf of the Trust, of the Loan Notes and the
other property comprising the Trust Estate assigned pursuant to such Transfer
Agreement;
(b) receipt by the Trustee, on behalf of the Trust, of each relevant Loan
Note and the other property comprising the Trust Estate;
(c) execution and delivery of the Liquidity Facility by the parties
thereto and satisfaction of all conditions precedent set forth in Section 3.01
of the Liquidity Facility;
(d) the Securities shall have been rated "AAA" by the Rating Agency;
(e) receipt by the Trustee of fees to be paid to the Trustee on the
Delivery Date;
(f) compliance by all parties to the Underwriting Agreement with their
respective obligations set forth in the Underwriting Agreement and satisfaction
of all conditions precedent set forth in the Underwriting Agreement;
(g) satisfaction of all conditions precedent set forth in Section 4 of the
Guarantee Agreement;
(h) the Trustee shall have pre-executed and delivered to the Servicer
forms of Payment Demand for each Loan Note, substantially in the forms attached
as Exhibit C hereto (in respect of the Borrower and Lessee), Exhibit D hereto
(in respect of the Industrial and Commercial Bank of China), and Exhibit E
hereto (in the case of Eximbank); and
(i) the legend evidencing the Guarantee shall have been endorsed on all
Loan Notes to be assigned to the Trust.
Section 4.02. Modifications of Trustee Duties; Powers, etc. (a) Except as
provided in Sections 4.02(d), (e) and (f), the Trustee will not sell, assign,
pledge or otherwise transfer any Loan Note, the Guarantee, the Guarantee
Agreement, any Eximbank Payment Certificate, if any, any Transfer Agreement, any
other property contained in the Trust
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Estate or any interest of the Trust therein, to any Person or Persons, except to
a successor trustee as provided in Section 8.10 of the Standard Terms of Trust
Agreement, notwithstanding any default under any Loan Note or Guarantee. This
Section 4.02(a) shall not be construed to prohibit transfers of the Securities.
(b) Notwithstanding any provisions contained in the Standard Terms of
Trust Agreement, the Trustee shall not agree to any material amendment,
supplement or other modification of a Loan Note, the Loan Agreement, the Lease
Agreement, the Mortgage, the Guarantee Agreement, the Securities, the Liquidity
Facility or the Transfer Agreement or any waiver of any material provision
thereof or consent to any material deviation from the provisions thereof,
without the prior written consent of Eximbank and the Borrower (or its
designee); and provided further, after the initial issuance of the Securities,
the Trustee shall not agree to any material amendment, supplement or other
modification of a Loan Note, the Loan Agreement, the Mortgage, the Guarantee
Agreement, the Securities, the Liquidity Facility or the Transfer Agreement or
any waiver of any material provision thereof or consent to any material
deviation from the provisions thereof, if such amendment, supplement or
modification would diminish, delay or adversely affect the Distributions which
would otherwise be made to the Holders pursuant to the Trust Agreement; and
provided further, no such amendment, as evidenced by an Opinion of Counsel,
shall cause the Trust to be treated other than as a grantor trust for United
States Federal income tax purposes. No amendment or supplement to, and no
modification or rescission of, this Trust Agreement which materially adversely
affects the Borrower or Eximbank, as determined by written notice to such effect
from the Borrower (or its designee) or Eximbank, as the case may be, shall be
effective unless approved in writing by the Borrower (or its designee) or
Eximbank, as the case may be, nor shall any waiver of any rights under this
Trust Agreement which adversely affects in any material respect the interests of
the Borrower or Eximbank, as the case may be, be effective against the Borrower
or Eximbank, as the case may be, unless such waiver has been approved in writing
by the Borrower (or its designee) or Eximbank. The Trustee shall give prior
written notice to Eximbank and the Borrower (or its designee) of every proposed
amendment, supplement or modification, and every proposed waiver of rights,
stating the exact terms thereof. Notwithstanding any provisions contained in the
Standard Terms of Trust Agreement, the Trustee shall not agree to any amendment,
supplement or other modification of the Standard Terms of Trust Agreement or
this Supplement that, as evidenced by an Opinion of Counsel, shall cause the
Trust to be treated as other than a grantor trust for United States Federal
income tax purposes.
(c) In addition to the other obligations and duties of the Trustee set
forth in the Standard Terms of Trust Agreement and herein, the Trustee shall (or
shall cause the Servicer to), subject to Section 8.07(b) of the Standard Terms
and Conditions of Trust Agreement and Section 9.1 of the Servicing Agreement:
(i) promptly prepare (at no additional expense to the Trust or the
Borrower) and deliver to the appropriate tax authorities copies of tax
filings (including without limitation state income tax returns) for the
Trust in accordance with requirements for reporting each Trust as a grantor
trust;
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(ii) for so long as the Trust is subject to the reporting
requirements of the Exchange Act, cause (at no additional expense to the
Trust) an independent certified public accountant approved by Eximbank to
audit the books and records of the Trust on an annual basis, such annual
audit to be made within 90 days following the end of the calendar year;
(iii) file (at no additional cost to the Trust) information,
documents and other reports with the Commission as may be required under
Section 13 or 15(d) of the Exchange Act, or, if not required to file
information, documents or reports pursuant to either of said Sections, file
with the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to
Section 13 of the Exchange Act in respect of a security listed and
registered on a United States national securities exchange as may be
prescribed from time to time in such rules and regulations, if applicable;
provided, however, the filing requirements of this Section 4.02(c)(iii)
shall not apply to the extent that the Trustee is advised by the Commission
or its staff or by counsel that any of the foregoing requirements do not
apply or if the Trustee is advised in writing by the Division of
Corporation Finance or the staff of the Commission that it will not
recommend enforcement action if the Trustee does not file any of the
foregoing information, documents or reports. The Trustee may retain counsel
to meet its obligations under this paragraph and the fees of such counsel
shall be an obligation of the Borrower;
(iv) file (at no additional cost to the Trust) with the Commission,
in accordance with rules and regulations prescribed from time to time by
the Commission, such additional information, documents and reports with
respect to compliance by the Trustee with the conditions and covenants of
this Trust Agreement as may be required from time to time by such rules and
regulations;
(v) transmit (at no additional cost to the Trust) by mail to all
Holders, as their names and addresses appear in the Register, such
summaries of any information, documents and reports required to be filed by
the Trustee pursuant to subsections (iii) and (iv) of this Section 4.02(c)
as may be required by rules and regulations prescribed from time to time by
the Commission;
(vi) provide to Eximbank, the Borrower, the Lessee, the Liquidity
Provider or the Company, as the case may be, any information reasonably
requested by any of them in the possession of the Trustee or the Servicer,
on behalf of the Trust, concerning the Trust, any Loan Note, the Loan
Agreement, the Mortgage, any Transfer Agreement, the Guarantee, the
Guarantee Agreement, any Eximbank Payment Certificate, the Securities, the
Holders or the compliance by the Trustee with its obligations hereunder or
under any of the other documents referred to herein;
(vii) comply with all obligations of the Trustee contained in the
Transfer Agreement which survive the issuance and sale of the Securities to
the Underwriter; and
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(viii) send promptly (at no additional cost to the Trust) to any
Rating Agency that then maintains a rating for the Securities (a) a copy of the
report of the accountants referred to in Section 4.02(c)(ii) hereof, (b) a copy
of each notice or report provided by the Trustee to the Holders under this
Section and (c) a report describing the occurrence of any of the following
events:
(1) any change in the Trustee;
(2) any default by Eximbank in its obligation to make payment
pursuant to the Guarantee any default by the Liquidity Provider in its
obligations to make payment under the Liquidity Facility, or any default by
the Borrower of its obligation to make payments pursuant to a Loan Note;
(3) thirty days prior to the effectiveness thereof, any
amendment to the Trust Agreement, any Loan Note, the Loan Agreement, the
Mortgage, the Guarantee, the Guarantee Agreement, the Liquidity Facility,
(including any extension of the Expiry Date thereof) the Servicing
Agreement or any Transfer Agreement;
(4) final payment on the Securities; and
(5) any Eximbank Payment Event.
(d) In accordance with Section 7(b) of the Guarantee Agreement,
upon written notification to the Trustee from Eximbank that (i) a Total
Loss (as defined in the Guarantee Agreement) has occurred in relation to an
aircraft or (ii) a Lease Agreement is terminated due to obsolescence
pursuant to Clause 3.03 thereof, and that the other conditions of such
Section 7(b) have been met, the Trustee shall, in accordance with such
Section 7(b), tender to Eximbank the relevant Loan Note or Loan Notes (duly
endorsed to the order of Eximbank) and the Eximbank Guarantee legend
thereon and assign to Eximbank all of its rights with respect to such Loan
Note or Loan Notes and under the Guaranteed Loan Agreement with respect
thereto and the Transfer Agreement, through an Assignment, and perform all
other obligations required under Section 7(b) of the Guarantee Agreement in
exchange for the issuance by Eximbank to the Trust of an Eximbank Payment
Certificate, which shall be delivered to the Trustee on behalf of the Trust
(to be held in trust for the benefit of the Holders) within five Business
Days of the fulfillment of the conditions set forth in such Section 7(b).
(e) In accordance with Section 7(c) of the Guarantee Agreement,
if Eximbank accelerates a Loan Note or Loan Notes pursuant to the Guaranteed
Loan Agreement due to a non-payment default thereunder and the Borrower makes
timely payment of the accelerated amounts to Eximbank, upon receipt of a letter
of instruction from Eximbank setting forth such facts, the Trustee shall, in
accordance with the letter of instruction, tender to Eximbank the relevant Loan
Note or Loan Notes (duly endorsed to the order of Eximbank) and assign to
Eximbank its rights with respect to the Loan Note or Loan Notes and under the
Guaranteed Loan Agreement with respect thereto and the Transfer Agreement,
through an Assignment, in exchange for the issuance by Eximbank to the Trust of
an Eximbank
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Payment Certificate, which shall be delivered to the Trustee on behalf of the
Trust (to be held in trust for the benefit of the Holders) within five Business
Days of the fulfillment of the conditions set forth in such Section 7(c).
(f) In the event of the delivery by the Servicer (in the name and on
behalf of the Trustee and the Trust) to Eximbank of any Payment Demand pursuant
to the Servicing Agreement, the Trustee shall, upon the written instruction of
the Servicer and in accordance with the terms of Section 7(a) of the Guarantee
Agreement, tender to Eximbank the relevant Loan Note or Loan Notes (duly
endorsed to the order of Eximbank) and assign to Eximbank all of its rights with
respect to such Loan Note or Loan Notes, and under the Guaranteed Loan Agreement
with respect thereto and the Transfer Agreement, through an Assignment, and
perform all other obligations required under Section 7(a) of the Guarantee
Agreement (such tender and assignment to Eximbank of a Payment Demand together
with the other documents, security and rights described above and performance of
all other obligations under Section 7(a) of the Guarantee Agreement is referred
to as an "Eximbank Payment Event"), in exchange for the payment by Eximbank of
amounts specified in Section 7(b)(ii) of the Guarantee Agreement and the
issuance by Eximbank to the Trust of an Eximbank Payment Certificate, which
shall be delivered by Eximbank to the Trustee on behalf of the Trust (to be held
in trust for the benefit of the Holders).
(g) The Trustee acknowledges that, notwithstanding any resignation or
removal of the Trustee as provided herein and any appointment of a successor
Trustee as provided in Section 8.09 of the Standard Terms of Trust Agreement, it
may only transfer its rights, duties and obligations as Facility Agent (acquired
pursuant to the Transfer Agreement) to another Person with Eximbank's prior
written consent pursuant to Section 10(g) of the Guarantee Agreement. If any
successor Trustee is not also assigned the rights, duties and obligations of the
Facility Agent, the Trust Agreement shall be amended as provided in Section
10.01 of the Standard Terms of Trust Agreement to cure any inconsistencies that
may be contained herein with respect to such situation.
(h) Notwithstanding the rights and powers granted to the Trustee pursuant
to the Trust Agreement, so long as the Guarantee remains in effect, neither the
Trustee nor the Servicer acting on behalf of the Trustee for the benefit of the
Trust is authorized or empowered to proceed against the Borrower without the
consent of Eximbank (other than delivery of a Payment Demand hereunder) or
accelerate any Loan Note.
(i) In addition to the obligations and duties of the Trustee contained in
the Standard Terms of Trust Agreement, subject to Section 4.02(j) below, the
Trustee will enforce, or will cause the Servicer to enforce, on behalf of the
Trust, each Loan Note and the Transfer Agreement in accordance with their
respective terms and will provide or will cause the Servicer to provide to the
Borrower any information reasonably requested by the Borrower or the Lessee to
facilitate payment by the Borrower of the Loan Notes. Notwithstanding the
preceding sentence, neither the Trustee nor the Servicer shall proceed against
the Borrower without the consent of Eximbank (other than delivery of a Payment
Demand hereunder) and shall in no event have the right to accelerate payment of
any Loan Note. Failure by the
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Trustee or the Servicer to take any action to enforce any right under any Loan
Note or any Transfer Agreement shall not constitute a waiver of such right.
(j) Subject to the other duties of the Trustee set forth in the Trust
Agreement, if no event of default has occurred and is continuing under the Loan
Notes or Loan Documents, the Trustee shall have no responsibility or liability
for or with respect to the enforcement of any such Loan Note, Loan Document, the
Mortgage or the Guarantee. If no default under an Eximbank Payment Certificate
has occurred, the Trustee shall have no responsibility or liability for or with
respect to the enforcement of such Eximbank Payment Certificate. Except as
provided in subsection (k) of this Section below and except for such liability,
if any, as is finally determined to have resulted from the Trustee's gross
negligence, willful misconduct or bad faith or its wrongful breach of any of its
covenants, agreements and obligations hereunder, (i) no recourse shall be had
for any claim based on any provision of this Trust Agreement, the Certificates,
the Underwriting Agreement, the Guarantee, the Guarantee Agreement, the
Servicing Agreement, the Liquidity Facility or the Transfer Agreement against
the Trustee in its individual capacity, (ii) the Trustee shall not have any
obligation, liability or duty whatsoever, in its individual capacity, to any
Holder or any other Person with respect to any such claim, and (iii) any such
claim shall be asserted solely against the Trust.
(k) In the event that the Servicer shall fail to serve the notices
required to be given under Section 3.1 or 3.2 of the Servicing Agreement, the
Trustee shall either cause the Servicer to serve such notices or the Trustee
itself shall directly serve such notices in accordance with Section 3.1 or 3.2
of the Servicing Agreement, Sections 2.02 and 2.13 of the Liquidity Agreement
and the Guarantee Agreement. In the event that, after the occurrence of a
default by the Borrower in payment of any installment of principal and/or
interest due with respect to a Loan Note on a Note Payment Date, the Guarantee
shall terminate with respect to such payment on such Loan Note by reason of
Section 3(d)(i) of the Guarantee Agreement, the Trustee, notwithstanding any
provision herein to the contrary and in its individual capacity, shall be
irrevocably obligated to pay to the Trust the amount of such installment of
principal and/or interest not paid by the Borrower on such Note Payment Date,
and for the payment of which Eximbank is no longer obligated, and interest on
such installment of principal and/or interest at the Guaranteed Interest Rate
with respect to such Loan Note through the date of payment. Such payment shall
be made by the Trustee promptly (but within two Business Days) for deposit into
the Revenue Account, without a requirement of notice or demand, following any
such termination of such Guarantee.
Section 4.03. Book Entry. Anything in the other provisions of this Trust
Agreement to the contrary notwithstanding, beneficial ownership of the
Securities in the Initial Amount of $101,672,199.30 will be evidenced by book
entry except as provided below in this Section 4.03. For such purpose, effective
as of the Delivery Date, the Trustee shall execute and deliver to DTC a single
global certificate for the Securities, in substantially the form of Exhibit A
hereto, registered in the name of Cede & Co., DTC's nominee, for deposit with
DTC. On or prior to the Delivery Date, the Trustee shall enter into the DTC
Letter, the terms of which shall take precedence over any provisions in the
Trust Agreement to the contrary with respect to the matters to which such terms
relate. At any time during the term
-13-
of the Trust Agreement, the Trustee (with the consent of the Company, and
Eximbank, such consents not to be unreasonably withheld or delayed) shall have
the right, upon not less than thirty (30) days' notice to DTC, to replace DTC as
securities depository for the Securities. In such event, the Trustee (with the
consent of the Company, and Eximbank, such consents not to be unreasonably
withheld or delayed) will designate a successor securities depository (if such
successor depository is reasonably obtainable) for the Securities (or if such
successor is not so appointed within 60 days of such notice, Eximbank may
designate any legally authorized successor securities depository), subject to
the terms and conditions of the Trust Agreement at the expense of the Company;
provided that the appointment of such successor securities depository would not
cause a reduction, suspension or withdrawal in the Required Rating of the
Securities. If no successor depository is so designated, and in no other event,
definitive Securities will be issued to the Holders of the Securities.
Section 4.04. Third-Party Beneficiaries. The provisions of and rights
created by the Trust Agreement shall inure to, and are intended for, the benefit
of the Holders, the Borrower, Eximbank, the Servicer, the Liquidity Provider,
the Company and the Trustee (collectively, the "Beneficiaries"), each to the
extent provided herein, and each Beneficiary shall be deemed to be a third-party
beneficiary with respect thereto, entitled to enforce directly and in its own
name any rights or claims it may have under this Trust Agreement. No provision
of this Trust Agreement shall create any rights for or be enforceable by any
Person other than a Beneficiary or any other party hereto.
Section 4.05. Lessee as Designee. Until an event of default has occurred
and is continuing under the Loan Notes and the Borrower notifies the Trustee in
writing, the Trustee shall be entitled to deem the Lessee as the designee of the
Borrower under any of the Trust Documents.
Section 4.06. Payment of Trustee's Fee. The Trustee hereby acknowledges
receipt of the Trustee's Fee, which shall be the sole compensation payable from
the Trust Estate to the Trustee for the services to be performed by the Trustee
hereunder and the expenses incurred by the Trustee in the performance of such
services.
Section 4.07. Special Redemption. Notwithstanding the provisions of
Article Eleven of the Standard Terms of Trust Agreement, the Company shall not
be entitled to redeem the Securities under any circumstances.
Section 4.08. Investment Direction. To the extent that the Trust Agreement
provides that investments in Eligible Investments are to be made at the
direction of the Company, the Company and the Trustee agree that such direction
shall be in writing and substantially in the form attached as Exhibit 4.08
hereto.
Section 4.09. Bankruptcy Petition against the Company. The Trustee hereby
covenants and agrees that, prior to the date which is one year and one day after
the payment in full of all Securities, it will not institute against, or join
any other person in instituting against, the Company any bankruptcy,
reorganization, arrangement, insolvency or
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liquidation proceedings or other similar proceeding under the laws of the United
States or any state of the United States.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Trust
Agreement to be executed on their behalf as of the date first written above.
U.S. TRADE FUNDING CORP.
By:________________________________
LASALLE NATIONAL BANK, as Trustee
By:________________________________
ABN AMRO Bank N.V., as Servicer
By:________________________________
By:________________________________
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FORM OF SECURITY
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to Cede & Co. or its agent for
registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized
representative of DTC), any transfer, pledge, or other use
hereof for value or otherwise by or to any person is
wrongful inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
INITIAL IMPUTED
Certificate No.: 1 Principal Amount: $101,672,199.28
Stated Maturity: August 15, 2008 Delivery Date: October 25, 1996
CUSIP No.: ▇▇▇▇▇▇▇▇▇ Percentage Interest: 100%
6.75% TRADE TRUST CERTIFICATE, SERIES 1996-A
Evidencing an undivided fractional share in all payments of principal and
interest made on two (2) promissory notes (each a "Loan Note"), each dated
September 11, 1996 of YA96A Limited (the "Borrower"). The payment of 100% of all
scheduled payments of principal and interest due on the Loan Notes is guaranteed
by the Export-Import Bank of the United States pursuant to the Guarantee (as
hereinafter defined). The Loan Notes and the Guarantee are held in trust by
U.S. TRADE TRUST, SERIES 1996-A
(This Certificate does not represent an obligation of, or guarantee by, the
Export-Import Bank of the United States, the Borrower, the Lessee or the
Industrial and Commercial Bank of China referenced herein, U.S. Trade Funding
Corp. or the Trustee (as defined below). All capitalized terms not defined
herein have the meanings assigned to them in the Trust Agreement (as defined
below).)
This certifies that Cede & Co. is the registered owner of an undivided
fractional interest in certain payments made on or in respect of the Loan Notes.
Each Distribution in respect of the Imputed Principal Amount due on this
Certificate on any Payment Date is determined by multiplying the Percentage
Interest hereby represented by the payment of
principal of the Loan Notes due on such Payment Date. Each Distribution in
respect of the Imputed Interest Amount on this Certificate on any Payment Date
is determined by multiplying the Percentage Interest hereby represented by the
interest due on the outstanding principal amount of the Loan Notes on such
Payment Date.
The Loan Notes will be held in trust by U.S. Trade Trust, Series 1996-A
(the "Trust"). The Trust has been created pursuant to the Supplemental Trust
Agreement dated as of October 1, 1996 (the "Supplement") among U.S. Trade
Funding Corp., a Delaware corporation (the "Company"), the Servicer (as defined
below) and LaSalle National Bank, as Trustee of the Trust (the "Trustee"). The
Supplement incorporates by reference the Standard Terms and Conditions of Trust
Agreement (the "Standard Terms") dated as of January 1, 1995 (the Supplement and
the Standard Terms being herein collectively referred to as the "Trust
Agreement"). The assets of the Trust include the two (2) Loan Notes transferred
to the Trust by the Company, the corresponding rights to receive payment under
the Guarantee (as defined below) and the right to make borrowings under an
Irrevocable Revolving Credit Agreement dated as of January 1, 1995 among the
Company, ABN AMRO Bank N.V. as Lender thereunder (the "Liquidity Provider"), the
Servicer and the Trustee (the "Liquidity Facility"). Payments on the Loan Notes
are guaranteed by and in accordance with a guaranty (the "Guarantee") issued by
the Export-Import Bank of the United States ("Eximbank") as to the payment of
the outstanding principal amount of each Loan Note, the accrued interest on the
outstanding principal amount of each Loan Note at the Interest Rate (as set
forth in the Trust Agreement) and accrued post-maturity interest on any due and
unpaid principal of, and any due and unpaid accrued interest on, each Loan Note
at said Interest Rate. The Guarantee is backed by the full faith and credit of
the United States of America. The Guarantee is issued pursuant to a Guarantee
Agreement dated as of
-2-
September 11, 1996 (the "Guarantee Agreement") between Eximbank and ABN AMRO
Bank N.V., as Facility Agent.
Collection of payments, certain administrative functions relating to the
Loan Notes and certain other specified duties will be performed by ABN AMRO Bank
N.V., as Servicer (the "Servicer"), pursuant to the Servicing Agreement dated as
of October 1, 1996 among the Company, the Trustee and the Servicer (the
"Servicing Agreement"). The Servicing Agreement provides that in the event that
payments on the Loan Notes have not been received by the Servicer prior to 1:00
P.M. New York time on any Payment Date, the Servicer, on behalf of the Trust,
shall make a demand for immediate payment upon the Liquidity Provider pursuant
to the Liquidity Facility.
The Liquidity Provider is entitled to reimbursement for all amounts drawn
under the Liquidity Facility from any amounts subsequently collected by the
Servicer or the Trustee pursuant to the Loan Notes or the Guarantee, provided
that all scheduled Distributions in respect of the Certificates have been made.
THE TRUSTEE SHALL IN NO EVENT HAVE ANY RIGHT TO ACCELERATE PAYMENT OF ANY
LOAN NOTE. ACCELERATION OF A LOAN NOTE BY EXIMBANK WILL NOT RESULT IN AN
ACCELERATION OF THE SCHEDULED DISTRIBUTIONS ON THIS CERTIFICATE.
To the extent not defined herein, all capitalized terms shall have the
meanings assigned to such terms in the Trust Agreement. This Certificate is one
of the Pass-through Securities described in the Trust Agreement and is issued
under and subject to the terms, provisions and conditions of the Trust
Agreement. By acceptance of this Certificate, the holder assents to and becomes
bound by the Trust Agreement.
Except as otherwise provided in the Trust Agreement, Distributions on the
Certificates will be made by check mailed to the holder (a "Holder") of record
of such Certificate on the
-3-
Record Date at the address for such Holder appearing on the Register without
presentation or surrender of the Certificate or the making of any notation
hereon. Notwithstanding the foregoing, the final distribution on this
Certificate will be made only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose by the Trustee
in Chicago, Illinois. The Trustee initially designates for this purpose LaSalle
National Bank, Attention: Asset-Backed Securities Trust Services, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate does not purport to summarize all provisions of the Trust
Agreement, the Guarantee Agreement, the Servicing Agreement and the Liquidity
Facility and reference is made to each of said documents for information with
respect to the interest, rights, benefits, obligations, proceeds and duties
evidenced hereby and the rights, duties and immunities of the Trustee. Copies of
the Trust Agreement, the Guarantee Agreement, the Servicing Agreement and the
Liquidity Facility and all amendments thereof will be provided to any Holder
free of charge upon written request to the Trustee at LaSalle National Bank,
Attention: Asset-Backed Securities Trust Services, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Unless this Certificate has been executed by the Trustee, by manual or
facsimile signature of a duly authorized signatory under the facsimile of its
corporate seal and the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee, this Certificate shall not be entitled
to any benefit under the Trust Agreement or be valid for any purpose.
-4-
IN WITNESS WHEREOf, the Trustee has caused this instrument to be duly
executed under its corporate seal.
U.S. TRADE TRUST, SERIES 1996-A
Date: October 25, 1996
By: LaSalle National Bank, as Trustee
By:___________________________________
Its: Vice President
(Seal)
Trustee's Certificate of Authentication
---------------------------------------
This is one of the Securities described in the
within-mentioned Trust Agreement.
By: LaSalle National Bank, as Trustee
By:________________________________________
Authorized Officer
-5-
[Reverse of Certificate]
This Certificate does not represent an obligation of and is not guaranteed
by Eximbank, the Borrower, the Lessee (as defined below), the Industrial and
Commercial Bank of China, the Company or the Trustee. This Certificate is
limited in right of payment to collections with respect to the Loan Notes, the
Liquidity Facility, the Guarantee and the Eximbank Payment Certificates, all as
more specifically set forth herein and in the Trust Agreement.
The aggregate of the scheduled payments on the Loan Notes with respect to
each Payment Date (as hereinafter defined) is in an amount sufficient to satisfy
the corresponding scheduled Distributions on the Certificates. After the Trust
receives payments on the Loan Notes from the Servicer in accordance with the
Servicing Agreement, the Trustee will distribute to the Certificateholders from
the payments on the Loan Notes the amounts due on the Certificates in accordance
with the Trust Agreement.
Under the terms of the Guarantee Agreement, if the Borrower fails to make a
scheduled payment when due of any installment of principal or interest with
respect to any Loan Note, and such failure has continued for 30 calendar days,
Eximbank, within five Business Days of receipt of a written demand (unless
Eximbank determines that additional time is required due to the large number of
claims then pending at Eximbank, in which case fifteen (15) Business Days
thereafter) for payment by the Trustee (or the Servicer on behalf of the
Trustee) on any Business Day subsequent to such 30-day period (and provided that
the Trustee has made a written payment demand upon the Borrower, China Yunnan
Airlines (the "Lessee") and the Industrial and Commercial Bank of China at least
15 calendar days prior thereto, all pursuant to and in accordance with the terms
and provisions of the Guarantee Agreement, and provided further that the Trustee
(or the Servicer on behalf of the Trustee) has made the written demand for
payment on Eximbank not later than 150
-6-
calendar days after the scheduled payment date on such Loan Note) and
simultaneously with the tender to Eximbank by the Trustee (or the Servicer on
behalf of the Trustee) of the Loan Notes (duly endorsed to the order of
Eximbank) and an assignment of all of the Trustee's rights under the Loan Notes
and such other documents and security as may be required under the Guarantee
Agreement to Eximbank (the "Eximbank Payment Event"), is obligated to pay to the
Trust within five Business Days (unless Eximbank determines that additional time
is required due to the large number of claims then pending at Eximbank, in which
case fifteen (15) Business Days thereafter) of such demand one hundred percent
(100%) of all principal and scheduled interest due and unpaid on the Loan Notes,
from the original date such amount was due thereon to, but excluding, the actual
date of payment by Eximbank (the "Guaranteed Amounts") and deliver an Eximbank
Payment Certificate to the Trustee. The Eximbank Payment Certificate will
evidence Eximbank's obligation to make timely payments as described in the
following sentence. On each subsequent Note Payment Date following the Eximbank
Payment Event, the Guarantee Agreement provides that Eximbank will directly and
timely pay to the Trustee the Guaranteed Amounts due on the Loan Notes assigned
to Eximbank, on each Note Payment Date until the originally scheduled maturity
of such Loan Notes (regardless of any acceleration of any Loan Note), without
any requirement of further demand on or notice to the Borrower, the Lessee, the
Industrial and Commercial Bank of China or Eximbank for such payment. The term
"Borrower," as used herein, and in the Trust Agreement, means YA96A Limited.
Subject to the terms of the Trust Agreement, the Trustee shall make
Distributions to the holders of Certificates, on the Payment Dates set forth on
Schedule 1 (or the next following Business Day if such date is not a Business
Day, except in the case of the final Payment Date of August 15, 2008, in which
case the Payment Date shall be the next
-7-
preceding Business Day) of each year, in an amount equal to the sum of the
Imputed Principal Amount and Imputed Interest Amount shown in the table on
Schedule 1 hereto. To the extent such amounts are received by the Trustee
(whether from the Borrower, the Servicer, the Liquidity Provider or Eximbank),
the Percentage Interest to which the Holder of record of this Certificate on the
Record Date is entitled will be multiplied against such payments and the
resulting amount will be distributed to such Holder on such Payment Date.
Accordingly, the outstanding Imputed Principal Amount of this Certificate at any
time may be less than the initial Imputed Principal Amount set forth on the
front hereof.
The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Holders under the Trust Agreement at any time by the Trustee, with the consent
of, inter alia, Holders representing at least 66-2/3% of the aggregate Imputed
Principal Amount of the Outstanding Securities and Eximbank. Any such amendment
and any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued in exchange hereof or in lieu hereof whether or not
notation thereof is made upon the Certificate. The Trust Agreement also
permits, under certain circumstances, the amendment thereof by the Trustee
without the consent of any of the Holders.
The Certificates are issuable only as registered Certificates without
coupons, in denominations of $100,000 and integral multiples thereof, except
that one Certificate may be in an amount less than $100,000. As provided in the
Trust Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates, of authorized denominations,
of like tenor and like aggregate Percentage Interest, all as requested by the
Holder surrendering the same.
-8-
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Register upon surrender of this Certificate for registration of transfer at the
office or agency maintained by the Trustee in Chicago, Illinois accompanied by a
written instrument of transfer in form satisfactory to the Trustee or any
Registrar duly executed by the Holder or such Holder's attorney duly authorized
in writing. Thereupon one or more new Certificates, of like tenor and authorized
denominations and for the same aggregate Percentage Interest will be issued to
the designated transferee or transferees.
No service charge may be imposed for any such registration of transfer or
exchange but the Trustee or any Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith.
The Trustee, the Registrar, if other than the Trustee, any paying agent and
any authenticating agent and any agent of any of them may treat the person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Trustee, the Registrar, if other than the Trustee, any paying
agent, any authenticating agent, or any agent of any such agent shall be
affected by notice to the contrary.
The Trust Agreement shall terminate after the aggregate amount distributed
to all Holders equals the full amount due and payable in respect of all the
Certificates and all other amounts held by the Trustee have been distributed in
accordance with the terms of the Trust Agreement, with certain exceptions set
forth in the Trust Agreement.
-9-
SCHEDULE 1
PAYMENT SCHEDULE FOR CERTIFICATE
REMAINING
IMPUTED IMPUTED PRINCIPAL BALANCE
CERTIFICATE PRINCIPAL INTEREST AFTER SCHEDULED
PAYMENT DATE/1/ PAYMENT PAYMENT PAYMENT
2/15/97 $2,817,141.60 $2,096,989.11 $98,855,057.68
8/15/97 $2,912,220.13 $3,336,358.20 $95,942,837.55
2/15/98 $3,010,507.55 $3,238,070.77 $92,932,330.00
8/15/98 $3,112,112.19 $3,136,466.13 $89,820,217.81
2/15/99 $3,217,145.97 $3,031,432.35 $86,603,071.84
8/15/99 $3,325,724.65 $2,922,853.67 $83,277,347.19
2/15/00 $3,437,967.85 $2,810,610.47 $79,839,379.34
8/15/00 $3,553,999.27 $2,694,579.06 $76,285,380.07
2/15/01 $3,673,946.75 $2,574,631.58 $72,611,433.32
8/15/01 $3,797,942.45 $2,450,635.87 $68,813,490.87
2/15/02 $3,926,123.00 $2,322,455.32 $64,887,367.87
8/15/02 $4,058,629.66 $2,189,948.66 $60,828,738.21
2/15/03 $4,195,608.41 $2,052,969.91 $56,633,129.80
8/15/03 $4,337,210.19 $1,911,368.13 $52,295,919.61
2/15/04 $4,483,591.04 $1,764,987.29 $47,812,328.57
8/15/04 $4,634,912.23 $1,613,666.09 $43,177,416.34
2/15/05 $4,791,340.53 $1,457,237.80 $38,386,075.81
8/15/05 $4,953,048.26 $1,295,530.06 $33,433,027.55
2/15/06 $5,120,213.64 $1,128,364.68 $28,312,813.91
8/15/06 $5,293,020.86 $955,557.47 $23,019,793.05
2/15/07 $5,471,660.31 $776,918.01 $17,548,132.74
8/15/07 $5,656,328.84 $592,249.48 $11,891,803.90
2/15/08 $5,847,229.94 $401,348.38 $6,044,573.96
8/15/08 $6,044,573.96 $204,004.37 $0.00
__________________________
/1/ If not a Business Day, the next following Business Day except in the case
of August 15, 2008, in which event the next preceding Business Day.
-10-
ASSIGNMENT
For value received the undersighed, subject to the provisions of Article 3
of the Trust Agreement, sells, assigns and transfers unto (name, address
including zip code and taxpayer I.D. or Social Security number of assignee)_____
________________________________________________________________________________
________________________________________________________________________________
the within Certificate and does hereby irrevocably constitute and appoint
___________________________________________________________________________
attorney to transfer the said Certificate on the books kept for registration
thereof with full power of substitution on the premises.
Dated: _____________________________
_____________________________________
Signature by or on behalf of assignor
-11-
EXHIBIT B
SERVICER REMITTANCE REPORT
For the [ ] Payment Date
I. AMOUNT SCHEDULED TO BE PAID ON CERTIFICATES ON CURRENT PAYMENT DATE
A. Imputed Principal $__________
B. Imputed Interest $__________
C. Total (IA + IB) $__________
II. AMOUNTS COLLECTED DURING COLLECTION PERIOD AND AVAILABLE FOR DISBURSEMENT
FROM REVENUE ACCOUNT
A. In respect of Loan Note dated October 25, 1996 in principal amount of
$50,952,326.31 ("Note A")
1. Interest allocable to current Collection Period $__________
2. Principal allocable to current Collection Period $__________
3. Total for current Collection Period (IIA1 + IIA2) $__________
4. Defaulted interest received in current Collection
Period relating to shortfalls from prior Collection
PERIOD
a. $_______ of IIA4 represents "default interest"
on unpaid principal and unpaid interest
5. Defaulted principal received in current Collection
Period relating to shortfalls from prior Collection
Period
B. In respect of Loan Note dated October 25, 1996 in principal amount of
$50,719,872.97 ("Note B")
1. Interest allocable to current Collection Period $__________
2. Principal allocable to current Collection Period $__________
3. Total for current Collection Period (IIB1 + IIB2) $__________
-1-
4. Defaulted interest received in current Collection
Period relating to shortfalls from prior Collection
Period $__________
a. $_______ of IIB4 represents "default interest"
on unpaid principal and unpaid interest
5. Defaulted principal received in current Collection
Period relating to shortfalls from prior collection
Period $__________
C. Shortfall for current Collection Period (IC less sum of
IIA3 + IIB3) $__________
1. $_______ attributable to Loan A
2. $_______ attributable to Loan B
D. Amount realized from Liquidity Facility (or Liquidity
Account, if applicable) in respect of current Collection
Period shortfall (applies only if Eximbank Payment Event
has not yet occurred) (if applicable, should equal
amount in IIC) $__________
1. $_______ allocable to interest shortfall
2. $_______ allocable to principal shortfall
E. Amount realized from Eximbank Guaranty pursuant to Payment Demand
1. Amounts paid by Eximbank in respect of initial
Payment Demand (applies only to initial shortfall
from prior Collection Period previously covered
by Liquidity Facility or Liquidity Account drawing) $__________
a. $_______ allocable to interest
b. $_______ allocable to principal
c. $_______ allocable to default interest
2. Amount realized from Eximbank in respect of
Eximbank Payment Certificates $__________
a. $_______ allocable to interest on Note A
-2-
b. $_______ allocable to interest on Note B
c. $_______ allocable to principal on Note A
d. $_______ allocable to principal on Note B
III. AMOUNTS DISBURSED FROM REVENUE ACCOUNT ON SPECIAL PAYMENT DATE (IF
APPLICABLE) OCCURRING ON [___] DURING CURRENT COLLECTION PERIOD
A. Principal amount of previous Advance under outstanding
Liquidity Facility (or from Liquidity Account, if
applicable) $__________
B. Interest on unreimbursed Advances to Special Payment
Date $__________
C. Total owed to Liquidity Provider as of Special Payment
Date (IIIA + IIIB) $__________
D. Amount that was distributed from Revenue Account to
Liquidity Provider on Special Payment Date (sum of
IIA4 (including IIA4a), IIA5, IIB4 (including IIB4a),
IIB5, IIE1) (must equal amount in IIIC, otherwise
conditions permitting Special Payment Date to occur
not met) $__________
IV. AMOUNTS TO BE DISBURSED FROM DISTRIBUTION ACCOUNT TO SUB-ACCOUNTS
THEREOF (I.E. PAYMENT ACCOUNTS) ON CURRENT PAYMENT DATE
A. To Level 1 Interest Account, from amounts in IIA1,
▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ and/or b, c, d $__________
B. TO Level 1 Principal Account, from amounts in ▇▇▇▇,
▇▇▇▇, ▇▇▇▇, IIE2e and/or f, g, h $__________
V. AMOUNTS TO BE DISBURSED FROM PAYMENT ACCOUNTS TO CERTIFICATEHOLDERS
ON CURRENT PAYMENT DATE
A. From Level 1 Interest Account (same as amount in IVA) $__________
B. From Level 1 Principal Account (same as amount in IVB) $__________
-3-
EXHIBIT C
BORROWER AND LESSEE PAYMENT DEMAND
____________, ____
YA96A Limited
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇ House
South Church Street
Grand Cayman
Cayman Islands
British West Indies
China Yunnan Airlines
▇▇ ▇▇▇ Ba Airport
Kunming, Yunnan
People's Republic of China
Gentlemen:
The undersigned hereby notifies you of a payment default under the
Promissory Note[s] dated __________________, 1996 (the "Promissory Note[s]")
executed by YA96A Limited and assigned to the Trust referred to below by U.S.
Trade Funding Corp., as transferee of ABN AMRO Bank N.V.
The undersigned further notifies you that $__________ of principal,
$__________ of interest and $__________ of post-maturity interest on the
Promissory Note[s] remain unpaid as of the date hereof (but not including such
date), which amounts represent the unpaid amount in respect of the $__________
payable on the Note Payment Date occurring on __________, ____. The undersigned
hereby demands immediate payment in full of such amounts in immediately
available funds.
This notice is being provided by the undersigned on behalf of U.S. Trade
Trust, Series 1996-A and constitutes a "Payment Demand" referred to in the Trust
Agreement.
-1-
Very truly yours,
LaSalle National Bank, as Trustee
By:_____________________________________
Title:
-2-
EXHIBIT D
DEMAND ON THE INDUSTRIAL AND COMMERCIAL BANK OF CHINA
To: The Industrial and Commercial Bank of China
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
People's Republic of China
Via Telecopy: 011-86-10-68217273
cc: China Yunnan Airlines
▇▇ ▇▇▇ Ba Airport
Kunming, Yunnan
People's Republic of China
Via Telecopy: ▇▇▇-▇▇-(▇▇▇) ▇▇▇-▇▇▇▇
Export-Import Bank of the United States
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: Vice President - Aircraft Finance Division
Via Telecopy: 202-565-3558
From: LaSalle National Bank, as Trustee, on Behalf of
the Export-Import Bank of the United States
Date: ____________
Re: Demand for payment under the letter agreement dated __________,
______, pursuant to the loan agreement dated as of __________,
______, in connection with the Eximbank supported financing by certain
lenders for Two (2) Boeing 767-300 aircraft for China Yunnan Airlines -
Eximbank Guarantee No. APO70425
-----------------------------------------------------------------------
You are hereby notified that a payment of _____________ in an amount equal
to $_______________ (the "Defaulted Amount") that was required to be made by
China Yunnan Airlines under the Aircraft Lease Agreement dated August 27, 1996
between YA96A Limited, and China Yunnan Airlines was not received when due on
__________________.
The defaulted amount is guaranteed to Eximbank by The Industrial and
Commercial Bank of China pursuant to the Letter Agreement referred to above. We
hereby demand, on behalf of Eximbank, that The Industrial and Commercial Bank of
China immediately pay, via wire transfer of immediately available funds, the
defaulted amount (plus default interest
-1-
thereon calculated at ___% per annum through the date of payment) to the
following account:
Name of Account: ___________________
Number of Account: ___________________
Location of Account: ___________________
___________________
___________________
Other Specific Wire
Transfer Instructions: ___________________
Reference: China Yunnan Airlines/YA96A Limited -
Lease No. ____________
(ABN AMRO Bank N.V.)
Thank you for your prompt attention to this matter. If you have any
questions, please telecopy the Corporate Trust Department of LaSalle National
Bank at _________________ or telephone the Corporate Trust Department of LaSalle
National Bank at ________________.
LaSalle National Bank, as Trustee
By______________________________________
Name:_________________________________
Title:________________________________
-2-
EXHIBIT E
EXIMBANK PAYMENT DEMAND
FOR EACH PROMISSORY NOTE
____________, _____
Export-Import Bank of the United States
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Reference: U.S. Trade Trust, Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇
Attention: Vice President - Contract Administration
Gentlemen:
Pursuant to Section 7 of the Guarantee Agreement dated as of September 11,
1996 (the "Guarantee Agreement") between you and ABN AMRO Bank N.V. ("ABN
AMRO"), the undersigned (as a successor Agent pursuant to Section 10(g) of the
Guarantee Agreement and as Trustee under the Trust Agreement) in its capacity as
Facility Agent under the Guarantee Agreement and on behalf of the Trust referred
to below, hereby notifies you of a payment default under Promissory Note due
__________________ in the original aggregate principal amount of
$_______________ in respect of ___________________________, MSN _______ dated
____________________, 1996 (the "Promissory Note(s)") executed by YA96A Limited
(the "Borrower"), in favor of the Trust referred to below (as successor by
assignment to the Company).
Name of Noteholder: U.S. Trade Trust, Series 1996-A.
The undersigned notifies you that on the Payment Date (as defined in the
Declaration of Trust as defined in the Guarantee Agreement) occurring on
__________, ____, $__________ of principal and $__________ of interest was due
on the Promissory Note and as of the date hereof $__________ in respect thereof
has been received by the Noteholder. As of the date hereof (but not including
such date), $__________ of principal, $__________ of interest and $__________ of
post-maturity interest calculated at the applicable Guaranteed Interest Rate on
the Promissory Note remain unpaid, all as calculated in accordance with the
Guarantee Agreement. [As of the date hereof (but not including such date),
$_________ of principal and $_________ of interest remain unpaid pursuant to a
Liquidity Advance made as a result of a payment default under the above
described Promissory Note, all as calculated in accordance with the Guarantee
Agreement.]. The undersigned hereby demands payment in full of the unpaid
amount of principal and interest on the Promissory Note specified in the
preceding sentence until the date of payment thereof by you in accordance with
the provisions of the Guarantee Agreement. The Installment Payment Method is
applicable in accordance with the provisions of the Guarantee Agreement.
-1-
The undersigned hereby certifies that (1) written payment demands (a true
and complete copy of each of which is enclosed) were made by undersigned on the
Borrower, the Company and the Industrial and Commercial Bank of China at least
15 calendar days prior to the date of this letter, and (2) the payment demand
made on Eximbank in this letter is being made more than thirty (30) calendar
days but not later than 150 calendar days from the Payment Date for which
payment has not been received by the Noteholder referenced above.
We undertake, on behalf of the Trust, to provide to you the following
documents: (a) the Promissory Note endorsed without recourse to the order of
Eximbank and an assignment of rights thereunder of the Noteholder to Eximbank in
the form of Annex C to the Guarantee Agreement; and (b) assignment of rights to
Eximbank of the undersigned under the Loan Agreement with respect to such
Promissory Note and, to the extent that such right, title and interest relates
to the Guaranteed Amount or any security therefor, under the other Operative
Documents (as defined in the Guarantee Agreement), excluding from such
assignment the items set forth in clauses (i) and (ii) of the last paragraph of
Section 6 of the Guarantee Agreement.
This notice is being provided on behalf of the Holder and constitutes a
demand referred to in Sections 6 and 7 of the Guarantee Agreement.
-2-
Very truly yours,
LASALLE NATIONAL BANK,
as Successor Facility Agent
By:_____________________________________
Title:__________________________________
-3-
Exhibit F
FORM DTC LETTER
BOOK-ENTRY-ONLY CORPORATE DEBT ISSUES
Letter of Representations
[To be Completed by Issuer and Agent]
U.S. Trade Trust, Series 1996-A
-------------------------------------
[Name of Issuer]
LaSalle National Bank
-------------------------------------
[Name of Agent]
October 23, 1996
----------------------
(Date)
Attention: General Counsel's Office
The Depository Trust Company
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Re: Trade Trust Certificates, Series 1996-A
--------------------------------------------------
$101,672,199.30 Maturity August 15, 2008
--------------------------------------------------
--------------------------------------------------
[Issue Description]
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters
relating to the above-referenced issue (the "Securities"). Agent will act as
trustee, paying agent, fiscal agent, or other agent of Issuer with respect to
the Securities. The Securities will be issued pursuant to a trust indenture,
resolution, or other such document authorizing the issuance of the Securities
dated as of October 1, 1996 (the "Document"). ABN AMRO Securities (USA) Inc. is
distributing the Securities
------------------------------
("Underwriter")
through The Depository Trust Company ("DTC").
To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the Securities, Issuer and
Agent make the following representations to DTC:
1. Prior to closing on the Securities on October, 1996, there shall be
deposited with DTC one Security certificate registered in the name of DTC's
nominee, Cede & Co., for each stated maturity of the Securities in the face
amounts set forth on Schedule A hereto, the total of which represents 100% of
the principal amount of such Securities. If, however, the aggregate principal
amount of any maturity exceeds $200 million, one certificate will be issued with
respect to each $200 million of principal amount and an additional certificate
will be issued with respect to any remaining principal amount. Each Security
certificate shall bear the following legend:
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to
Issuer or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede
& Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
2. In the event of any solicitation of consents from or voting by holders
of the Securities, Issuer or Agent shall establish a record date for such
purposes (with no provision for revocation of consents or votes by subsequent
holders) and shall send notice of such record date to DTC not less than 15
calendar days in advance of such record date. Notices to DTC pursuant to this
Paragraph by telecopy shall be sent to DTC's Reorganization Department at (212)
709-6896 or (▇▇▇) ▇▇▇-▇▇▇▇, and receipt of such notices shall be confirmed by
telephoning (▇▇▇) ▇▇▇-▇▇▇▇. Notices to DTC pursuant to this Paragraph by mail or
by any other means shall be sent to DTC's Reorganization Department as indicated
in Paragraph 4.
3. In the event of a full or partial redemption, Issuer or Agent shall send
a notice to DTC specifying: (a) the amount of the redemption or refunding; (b)
in the case of a refunding, the maturity date(s) established under the
refunding; and (c) the date such notice is to be mailed to Security holders or
published (the "Publication Date"). Such notice shall be sent to DTC by a secure
means (e.g., legible telecopy, registered or certified mail, overnight delivery)
in a timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP
-2-
number submitted in that transmission. (The party sending such notice shall have
a method to verify subsequently the use of such means and the timeliness of such
notice.) The Publication Date shall be not less than 30 days nor more than 60
days prior to the redemption date or, in the case of an advance refunding, the
date that the proceeds are deposited in escrow. Notices to DTC pursuant to this
Paragraph by telecopy shall be sent to DTC's Call Notification Department at
(▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇. If the party sending the notice does not
receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (▇▇▇) ▇▇▇-▇▇▇▇. Notices to DTC pursuant to
this Paragraph by mail or by any other means shall be sent to:
Manager; Call Notification Department
The Depository Trust Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
4. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent to
Security holders specifying the terms of the tender and the Publication Date of
such notice shall be sent to DTC by a secure means in the manner set forth in
the preceding Paragraph. Notices to DTC pursuant to this Paragraph and notices
of other corporate actions by telecopy shall be sent to DTC's Reorganization
Department at (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇, and receipt of such notices
shall be confirmed by telephoning (▇▇▇) ▇▇▇-▇▇▇▇. Notices to DTC pursuant to
the above by mail or by any other means shall be sent to:
Manager; Reorganization Department
Reorganization Window
The Depository Trust Company
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
5. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.
6. In the event of a change in the interest rate, Agent shall send notice
of such change to Standard & Poor's Corporation. Such notice, which shall also
include Agent contact's name and telephone number, shall also be sent to DTC's
Dividend Department either by telecopy to (▇▇▇) ▇▇▇-▇▇▇▇, or if by mail or by
any other means to:
Manager; Announcements
Dividend Department
The Depository Trust Company
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
7. Agent must provide DTC, no later than noon (Eastern Time) on the payment
date, CUSIP numbers for each issue for which payment is being sent, as well as
the dollar amount
-3-
of the payment for each issue. Notification of payment details should be sent
using automated communications.
8. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns in same-day funds, no later than 2:30 p.m.
(Eastern Time) on each payment date (in accordance with existing arrangements
between Issuer or Agent and DTC). Absent any other arrangements between Issuer
or Agent and DTC, such funds shall be wired as follows:
The Chase Manhattan Bank
ABA ▇▇▇▇▇▇▇▇▇
For credit to A/C The Depository Trust Company
Dividend Deposit Account 066-026776
Issuer or Agent shall provide interest payment information to a standard
announcement service subscribed to by DTC. In the unlikely event that no such
service exists, Issuer agrees that it or Agent shall provide this information
directly to DTC in advance of the interest record date as soon as the
information is available. This information should be conveyed directly to DTC
electronically. If electronic transmission is not available, absent any other
arrangements between Agent and DTC, such information should be sent by telecopy
to DTC's Dividend Department at (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇, and receipt of
such notices shall be confirmed by telephoning (▇▇▇) ▇▇▇-▇▇▇▇. Notices to DTC
pursuant to the above by mail or by any other means shall be sent to:
Manager; Announcements
Dividend Department
The Depository Trust Company
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
9. DTC shall receive maturity and redemption payments allocated with
respect to each CUSIP number on the payable date in same-day funds by 2:30 p.m.
(Eastern Time). Absent any other arrangements between Agent and DTC, such
payments shall be wired as follows:
The Chase Manhattan Bank
ABA ▇▇▇▇▇▇▇▇▇
For credit to A/C The Depository Trust Company
Redemption Account 066-027306
in accordance with existing SDFS payment procedures in the manner set forth in
DTC's SDFS Paying Agent Operating Procedures, a copy of which has previously
been furnished to Agent.
10. DTC shall receive all reorganization payments and CUSIP-level detail
resulting from corporate actions (such as tender offers, remarketings, or
mergers) on the first payable date
-4-
in same-day funds by 2:30 p.m. (Eastern Time). Absent any other arrangements
between Agent and DTC, such payments shall be wired as follows:
The Chase Manhattan Bank
ABA ▇▇▇▇▇▇▇▇▇
For credit to A/C The Depository Trust Company
Reorganization Account 066-027608
11. DTC may direct Issuer or Agent to use any other number or address as
the number or address to which notices or payments of interest or principal may
be sent.
12. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Agent's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.
13. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.
14. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent (at which time DTC will confirm with Issuer or Agent the aggregate
principal amount of Securities outstanding). Under such circumstances, at DTC's
request Issuer and Agent shall cooperate fully with DTC by taking appropriate
action to make available one or more separate certificates evidencing Securities
to any DTC Participant having Securities credited to its DTC accounts.
15. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificate(s) by virtue of submission of such certificate(s) to DTC.
-5-
16. Nothing herein shall be deemed to require Agent to advance funds on
behalf of Issuer.
NOTES:
-----
A. If there is an Agent (as defined in this Letter of Representations), Agent,
as well as Issuer, must sign this Letter. If there is no Agent, in signing this
Letter Issuer itself undertakes to perform all of the obligations set forth
herein.
B. Schedule B contains statements that DTC believes accurately describe DTC,
the method of effecting book-entry transfers of securities distributed through
DTC and certain related matters.
Very truly yours,
U.S. Trade Trust, Series 1996-A
-----------------------------------------
(Issuer)
By:
--------------------------------------
(Authorized Officer's Signature)
LaSalle National Bank
-----------------------------------------
(Agent)
By:
--------------------------------------
(Authorized Officer's Signature)
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By:
--------------------------
cc: Underwriter
Underwriter's Counsel
-6-
SCHEDULE A
----------
U.S. Trade Trust, Series 1996-A
---------------------------------------------------------------------
$101,672,199.30 Maturity August 15, 2008
---------------------------------------------------------------------
(Describe Issue)
CUSIP Number Principal Amount Maturity Date Interest Rate
----------- ---------------- ------------- -------------
▇▇▇▇▇▇▇▇▇ $101,672,199.30 August 15, 2008 6.75%
SCHEDULE B
----------
SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
-----------------------------------
(Prepared by DTC-bracketed material may be applicable only to certain issues)
1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee). One fully-registered Security certificate will be
issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $200 million, one certificate
will be issued with respect to each $200 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]
2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participant, include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is owned by a number
of its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The Rules applicable to DTC and its
Participants are on file with the Securities and Exchange Commission.
3. Purchases of Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Securities on
DTC's records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in Securities,
except in the event that use of the book-entry system for the Securities is
discontinued.
4. To facilitate subsequent transfers, all Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Securities with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the Securities; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Securities are
credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on behalf of their
customers.
5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
[6. Redemption notices shall be sent to Cede & Co. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]
7. Neither DTC nor Cede & Co. will consent or vote with respect to
Securities. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
Securities are credited on the record date (identified in a listing attached to
the Omnibus Proxy).
8. Principal and interest payments on the Securities will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on payable date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on payable date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC, Agent, or Issuer, subject to
any statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is the responsibility of Issuer or
Agent, disbursement of such payments to Direct Participants shall be the
responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct and Indirect Participants.
[9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to [Tender/Remarketing] Agent,
and shall effect delivery of such Securities by causing the Direct Participant
to transfer the Participant's interest in the Securities on DTC's records, to
[Tender/Remarketing] Agent. The requirement for physical delivery of Securities
in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the Securities are transferred by Direct
Participants on DTC's records and followed by a book-entry credit of tendered
Securities to [Tender/DTC Remarketing] Agent's account.]
-2-
10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent. Under such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and
delivered.
11. Issuer may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered.
12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.
-3-
EXHIBIT 4.08
FORM OF INVESTMENT DIRECTION
[To Come]
-5-
SCHEDULE 1 TO SUPPLEMENT
LOAN
Aggregate Principal Amount: $101,672,199.28
Lender: ABN AMRO Bank N.V.
Borrower: YA96A Limited
LOAN NOTES
Note issued by Borrower to Lender dated October 25, 1996 in principal
amount of $50,952,326.31
#1
Note issued by Borrower to Lender dated October 25, 1996 in principal
amount of $50,719,872.97
#2
LOAN DOCUMENTS
Guaranteed Loan Agreement, dated as of August 27, 1996 by and among YA96A
Limited, as Borrower, ABN AMRO Bank N.V., as Facility Agent , the
Lenders named therein, the Export-Import Bank of the United States and
Wilmington Trust Company.
Guarantee Agreement, dated as of September 11, 1996 between Export Import
Bank of the United States and ABN AMRO Bank N.V., as Facility Agent.
Loan Notes (described above)
Liquidity Facility dated as of January 1, 1995 by and among the Company,
the Liquidity Provider, the Servicer and the Trustee.
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