EXHIBIT 99.2
GUARANTEED TRADE TRUST 1997-A
_________________________
SUPPLEMENT TO
DECLARATION OF TRUST
_________________________
CITIBANK, N.A.,
as Trustee
and
CITICORP NORTH AMERICA, INC.,
as Depositor
Dated as of November 26, 1997
SUPPLEMENT TO
DECLARATION OF TRUST
GUARANTEED TRADE TRUST 1997-A
SUPPLEMENT TO DECLARATION OF TRUST made as of
November 26, 1997 by CITIBANK, N.A., a national banking
association (the "Trustee"), and CITICORP NORTH AMERICA,
INC., a Delaware corporation (the "Depositor").
WHEREAS, the Trustee and the Depositor desire
to establish a trust (the "Trust") for the primary
purposes of (a) depositing and holding (i) a certain
Promissory Note (as hereinafter defined) issued by
Empresa Colombiana de Petroleos (the "Borrower") (other
than the right to receive any payments of Default
Interest (as defined herein) with respect thereto) and
the right to receive accrued and unpaid interest thereon
to November 26, 1997 (being one day's interest), (ii) the
Eximbank Guarantee (as defined herein), (iii) the
Liquidity Agreement (as defined herein) and (iv) after
the occurrence of an Eximbank Payment Event (as defined
herein), the Eximbank Payment Certificate and (b) issuing
the Certificates (as hereinafter defined);
WHEREAS, the Trustee and the Depositor desire
that the creation of the Trust and the duties of the
Trustee be governed by a Declaration of Trust (the
"Declaration") comprised of this Supplement (the
"Supplement") and the Master Terms of Trust (the "Master
Terms"), dated as of November 26, 1997, between the
Trustee and the Depositor;
WHEREAS, the Promissory Note will be guaranteed
under a guarantee (the "Guarantee") issued by the United
States of America, acting through the Export-Import Bank
of the United States ("Eximbank"), an independent agency
of the government of the United States, as to the payment
of 100% of all amounts of principal due thereon and
interest thereon at the Guaranteed Interest Rate (as
defined herein);
WHEREAS, the Depositor desires to provide for
the timely payment of the principal of and interest on
the Promissory Notes by delivering to the Trust a
Liquidity Reimbursement Agreement, dated as of November
26, 1997 (as such may be amended, supplemented or
otherwise modified from time to time, the "Liquidity
Agreement"), between Citibank, N.A., acting through its
Nassau Branch (in such capacity, the "Liquidity
Provider") and between Trustee;
WHEREAS, the Trustee has agreed to give certain
notices to and make certain demands for payment on the
Borrower and Eximbank pursuant to the terms of the
Guarantee Agreement (as hereinafter defined), each such
notice and demand to be made through the Nassau Branch
(as defined herein), all as required by the Guarantee
Agreement;
WHEREAS, the Trustee and the Depositor desire
that the respective beneficial interests in the Trust be
divided into transferable percentage interests, such
interests to be represented by the Certificates;
WHEREAS, the Trustee and the Depositor desire
that the Trustee act as paying agent and transfer agent
on behalf of the Trust; and
NOW, THEREFORE, the Trustee hereby declares
that all money and property received by the Trustee under
the Declaration of Trust shall be held and managed in
trust for the equal and ratable benefit of holders, from
time to time, of the beneficial interests issued
hereunder and for the benefit of the Liquidity Provider
in respect of Advances made under the Liquidity
Agreement, subject to the provisions hereof.
1. Definitions. As used in the Declaration
of Trust, of which this Supplement is a part, the
following terms shall have the following meanings (any
term defined in both the Master Terms and this Supplement
shall have the meaning set forth in this Supplement):
"Borrower" shall mean Empresa Colombiana de
Petroleos, a wholly-owned industrial and commercial
enterprise of the State of the National Order created
under the laws of the Republic of Colombia and organized
and validly existing in good standing under the laws of
the Republic of Colombia, and its successors.
"Certificate" shall mean each certificate of
beneficial interest issued by the Trust, which entitles
the Certificateholder to, among other things, as provided
herein and in the Master Terms, an undivided interest in
each semi-annual payment of principal and interest on the
Promissory Note, executed and delivered by the Trustee on
behalf of the Trust and authenticated by the Trustee or
an authenticating agent, and substantially in the form of
Exhibit A to this Supplement.
"Certificate Interest Rate" shall mean the per
annum rate of 6.104% (calculated on the basis of a 360-
day year consisting of twelve 30-day months).
"Certificate Payment Date" shall mean each
January 15 and July 15, commencing on January 15, 1998,
or, if any such date is not a Business Day, the next
succeeding Business Day.
"Citibank Nassau" shall mean Citibank, N.A.,
acting through its Nassau branch, as lender under the
Credit Agreement.
"Closing Date" shall mean 10:00 a.m., New York
City time, on November 26, 1997 or such later date as
shall be determined by agreement between the Depositor
and the Trustee.
"Credit Agreement" shall mean the Credit
Agreement dated as of April 1, 1996, made by and among
Citibank, N.A., acting through its Nassau Branch, as
original lender thereunder, the Borrower and Eximbank, as
such Agreement was amended on July 30, 1996, June 11,
1997, July 10, 1997 and November 12, 1997 and as such
Agreement may be further amended, supplemented or
otherwise modified from time to time.
"Declaration" shall mean the Declaration of
Trust, comprised of this Supplement and the Master Terms,
as the same may be amended, supplemented or otherwise
modified from time to time.
"Default Interest" shall mean interest at a
rate of 1 1/4% per annum payable by the Borrower upon a
payment default in the respect of the Promissory Note, as
provided in Section 2.2 of the Credit Agreement and in
the Promissory Note.
"Eligible Investments" shall not be applicable
with respect to the Trust.
"Guarantee Agreement" shall mean the Guarantee
Agreement dated as of April 30, 1996, made by and between
Citibank, N.A., acting through its Nassau Branch, as
original lender, and Eximbank, as such Agreement as such
Agreement was amended on July 30, 1996 and as such
Agreement may be further amended, supplemented or
otherwise modified from time to time.
"Guaranteed Interest Rate" shall mean 6.104%
per annum.
"Guarantor" shall not be applicable with
respect to the Trust.
"Investment Name" shall not be applicable with
respect to the Trust.
"Liquidity Agreement" shall have the meaning
specified in the Recitals hereto.
"Liquidity Provider shall mean Citibank, N.A.,
its successors and assigns, or such other Person which
shall at any time act in the capacity of liquidity
provider to ensure the timely payment of principal of and
interest on the Promissory Note.
"Master Terms" shall mean the Master Terms of
Trust, dated as of November 26, 1997, between the Trustee
and the Depositor, as the same may be amended,
supplemented or otherwise modified from time to time.
"Moody's" shall mean ▇▇▇▇▇'▇ Investors Service,
Inc. or its successors.
"Note Payment Date" shall mean each January 15
and July 15, commencing January 15, 1998; provided,
however, if any such date is not a Business Day, the next
succeeding Business Day.
"Notice of Drawing" shall mean any written
demand delivered to the Liquidity Provider by the Trustee
pursuant to the Declaration and the Liquidity Agreement,
which demand shall be substantially in the form of
Exhibit A to the Liquidity Agreement.
"Promissory Note" shall mean the Promissory
Note of the Borrower issued pursuant to the Credit
Agreement in the Initial Amount of $147,882,628.79, with
the guarantee legend of Eximbank endorsed thereon
pursuant to the Guarantee Agreement, such Promissory Note
(less the right to receive Default Interest thereon and
the right to receive accrued and upaid interest thereon
to November 26, 1997 (being one day's interest)) having
been deposited in the Trust.
"Rating Agencies" shall mean Moody's and S&P.
"Record Date" shall mean, for any Certificate
Payment Date, the first calendar day of the month of such
Certificate Payment Date.
"Required Trustee Ratings" shall mean (i) long-
term or short-term security or deposit ratings of at
least Baa3 or P-3, respectively, by Moody's and (ii)
long-term or short-term security or deposit ratings of at
least BBB or A-3, respectively, of S&P.
"S&P" shall mean Standard & Poor's Ratings
Services, a division of ▇▇▇▇▇▇-▇▇▇▇, Inc., or its
successors.
"Supplement" shall mean this Supplement to
Declaration of Trust.
"Transfer Agreement" shall mean the Transfer
Agreement, dated November 26, 1997, from Citibank Nassau
to the Depositor.
"Trust" shall mean the trust created by the
Declaration and designated "Guaranteed Trade Trust 1997-
A."
"Trustee Basic Fee" shall not be applicable
with respect to the Trust.
"Trustee Supplemental Fee" shall not be
applicable with respect to the Trust.
All references herein to Articles or Sections
shall be to the Articles or Sections of the Master Terms
unless such Article or Section shall appear herein, in
which event such reference shall be to the Article or
Section as it appears in this Supplement. All references
herein to Paragraphs shall be to this Supplement.
2. Declaration of Trust. The Trustee, for
itself and its successors and assigns, declares that it
shall hold all the estate, right, title and interest in,
to and under the Trust Property and any other property
received by it under this Declaration in trust for the
equal and ratable benefit of all present and future
Certificateholders and the Liquidity Provider in respect
of Advances made under the Liquidity Agreement, subject
to the terms and provisions set forth in the Declaration.
The Trust shall be designated "Guaranteed Trade Trust
1997-A."
3. Further Conditions to Issuance of
Certificates. Section 2.2(b) of the Master Terms is
hereby amended by the addition of the following:
(vi) the Promissory Note shall be in an Initial
Amount equal to the aggregate initial principal
amount of the Certificates issued on the
Closing Date, the interest rate borne by the
Promissory Note shall be equal to the
Certificate Interest Rate and the Note Payment
Dates shall be the same as the Certificate
Payment Dates.
(vii) receipt by the Trustee from the
Borrower of $14,100 in payment in full of
the fee of the Trustee set forth in
Section 7.6(a)(i) (such fee consisting of
(a) an initial fee of $2,000 and (b) the
amount of $12,100 (which amount is equal
to the present value of a stream of annual
payments of $2,000 each made on ______ of
each year, commencing on the Closing Date
and ending on _______, 200_), calculated
using a discount rate of __% per annum)).
(viii) delivery by the Depositor of the
Transfer Agreement and an assignment of the
Depositor's rights thereunder to the Trustee.
(ix) delivery to the Trustee by Citibank
Nassau pursuant to the Transfer Agreement of
three pre-executed Eximbank Payment Demands and
three pre-executed Borrower Payment Demands.
(x) delivery to the Trustee of an opinion,
addressed to the Trustee and dated the Closing
Date, of special Bahamas counsel to the
Liquidity Provider substantially to the effect
set forth in Exhibit C-7.
4. Amendment to Section 3.7(a) of the Master
Terms. Section 3.7(a) of the Master Terms is hereby
amended by the deletion thereof in its entirety and the
substitution of the following:
(a) Notwithstanding any other provision
herein, if the Trustee (x) shall fail to file
with and deliver to Eximbank an Eximbank
Payment Demand (to the extent provided to the
Trustee by Citibank Nassau) and related
documents as provided in Sections 3.3(a)(iii),
3.3(b), 5.2(a)(ii) and 5.5 by a date which is
150 days following the Note Payment Date to
which such Eximbank Payment Demand relates, (y)
shall fail to deliver to the Borrower and the
Guarantor, if any, a Borrower Payment Demand
(to the extent provided to the Trustee by
Citibank Nassau) as provided in Sections
3.3(a)(ii) and 5.2(a)(i) by a date which is 15
days prior to such 150th day or (z) shall fail
to notify Citibank Nassau in a timely manner of
the necessity for Citibank Nassau to execute
additional Eximbank Payment Demands or Borrower
Payment Demands and the consequent failure of
the Trustee to deliver such Demands pursuant to
clauses (x) or (y) above, the Trustee, in its
individual capacity and not out of the assets
of the Trust, shall pay to the Trust, on the
151st day (or, if such 151st day is not a
Business day, on the next succeeding Business
Day) (the "Special Trustee Payment Date"), an
amount equal to the sum of (i) the amount
payable on the Promissory Notes with respect to
the related Note Payment Date, plus (ii) (x) if
any accrued interest on an Advance at the
Advance Rate has not been paid to the Liquidity
Provider, such accrued interest at the Advance
Rate from and including such Note Payment Date
to, but not including, the date of payment by
the Trustee pursuant to this Section 3.7(a) or
(y) interest on such Promissory Notes, from and
excluding the related Certificate Payment Date,
through and including the date on which such
funds are distributed to Certificateholders, at
the Certificate Interest Rate, less any amounts
paid on the Promissory Notes in respect of such
Note Payment Date prior to such Special Trustee
Payment Date (other than pursuant to an
Advance). The Trustee shall deposit any
Special Payment Amount which is payable
pursuant to this Section 3.7 in immediately
available funds into the Trust Account on the
related Special Trustee Payment Date. Upon
such deposit, the Trustee shall establish a
Special Record Date and a Special Payment Date
in accordance with Section 5.3(d). On such
Special Payment Date the Trustee shall
distribute the Special Payment Amount to
Certificateholders as provided herein.
5. (a) Additional Duties of Trustee. The
Trustee shall (a) enter into the Liquidity Agreement, (b)
hold in trust for the benefit of the Certificateholders
the pre-executed Eximbank Payment Demands and Borrower
Payment Demands delivered to the Trustee pursuant to
Section 2.2(b)(viii) (c) complete and file with or
deliver to Eximbank and the Borrower the pre-executed
Eximbank Payment demands and Borrower Payment Demands as
required by Sections 3.3, 5.2 and 5.5 of the Master
Terms, (d) give timely notice to Citibank Nassau of the
necessity to execute and deliver additional pre-executed
Eximbank Payment Demands and Borrower Payment demands and
(e) at the expense of the Certificateholders, enforce the
obligations of Citibank Nassau under the Transfer
Agreement.
(b) Remittances to the Depositor. Upon
receipt from the Borrower of (i) interest accrued on the
Promissory Note to November 26, 1997, or (ii) any Default
Interest, (but only after application of amounts to the
payment of the Provider and the Certificateholders
pursuant to Section of the Master Terms), the Trustee
shall remit such amounts to the Depositor.
6. Notices. All communications notices and
demands sent pursuant to the Declaration shall be sent to
the following addresses:
If to the Trustee:
Citibank, N.A.,
as Trustee
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust
Department
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
If to Eximbank:
Export-Import Bank of the United States
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
Washington, D.C. 20571
Telex: 248460 or 197681
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Vice President - Americas
Division
If to the Borrower:
Empresa Colombiana de Petroleos
Carrera 13 #36-24
Santa Fe de Bogota
Colombia
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇ ▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇ ▇▇▇▇
If to the Liquidity Provider:
Citibank, N.A.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
Facsimile No.: (212)
If to Moody's:
▇▇▇▇▇'▇ Investors Service, Inc.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Structured Finance Group
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
If to S&P:
Standard & Poor's Ratings Services
▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Letter of Credit/MTN
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
or at such other address as the party may designate by
notice to the other parties hereto in accordance with
Section 8.4(a) of the Master Terms.
IN WITNESS WHEREOF, the undersigned have
executed this instrument as of the date first above
written.
CITIBANK, N.A., as Trustee
By:_____________________________
Name:
Title:
CITICORP NORTH AMERICA, INC.
By:_____________________________
Name:
Title:
EXHIBIT A
Any of the Certificates executed by the Trustee
and authenticated by the Trustee or any authenticating
agent shall be in substantially the following form, with
the blanks therein appropriately completed:
[To be included in global Certificate delivered to DTC--
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO THE TRUSTEE 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 OF OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
THE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE LESS THAN THE INITIAL AMOUNT SET FORTH BELOW. THE
PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE
OBTAINED BY REQUEST OF THE TRUSTEE.
INITIAL AMOUNT
Certificate No. ___________ $ _______________________
Maturity Date ___________ CERTIFICATE INTEREST RATE
_________%
CUSIP No. ________________
CERTIFICATE
Evidencing an undivided fractional interest in
all payments of principal and interest made on the
promissory note dated November 26, 1997 (the "Promissory
Note") of Empresa Colombiana de Petroleos (the
"Borrower"). The payment of one hundred percent (100%)
of all principal due on the Promissory Note and interest
due thereon at the Guaranteed Interest Rate is guaranteed
by the United States of America acting through the
Export-Import Bank of the United States. The Promissory
Note, the Guarantee and the other Trust Property are held
in trust by GUARANTEED TRADE TRUST 1997-A.
THIS CERTIFICATE DOES NOT REPRESENT AN
OBLIGATION OF AND IS NOT GUARANTEED BY THE UNITED STATES
OF AMERICA OR ANY GOVERNMENTAL AGENCY NOR IS IT AN
OBLIGATION OF OR GUARANTEED BY THE BORROWER OR CITIBANK,
N.A., IN ITS CAPACITY AS THE TRUSTEE OR LIQUIDITY
PROVIDER.
This certifies that __________________________
_______________________________ is the registered owner
of an undivided interest in certain payments made on or
in respect of the Promissory Note. The Principal due on
this Certificate on any Certificate Payment Date is
determined by multiplying the Percentage Interest hereby
represented by the payment of principal of the Promissory
Note received on the Note Payment Date immediately
preceding such Certificate Payment Date. Interest due on
this Certificate for an Interest Period shall be
calculated using the Principal Balance hereof and the per
annum Certificate Interest Rate stated above (calculated
on the basis of a 360-day year consisting of twelve 30-
day months).
The Promissory Note will be held in trust by
Guaranteed Trade Trust 1997-A (the "Trust"). The Trust
has been created pursuant to a Declaration of Trust (the
"Declaration"), comprised of the Master Terms of Trust
dated as of November 26, 1997, between Citibank, N.A., as
Trustee of the Trust (the "Trustee"), and Citicorp North
America, Inc. (the "Depositor") and the Supplement to
Declaration of Trust dated as of November 26, 1997
between the Trustee and the Depositor. The assets of the
Trust include the Promissory Note (other than the right
to any Default Interest thereon). Payments on the
Promissory Note are guaranteed by a guarantee (the
"Guarantee") issued by Eximbank as to the payment of one
hundred percent (100%) of principal of and interest at
the Guaranteed Interest Rate due on the Promissory Note.
The Guarantee is entitled to the full faith and credit of
the United States of America. The Guarantee was issued
pursuant to the Guarantee Agreement dated as of April 1,
1996 (as amended, the "Guarantee Agreement") between
Eximbank, and Citibank, N.A., acting through its Nassau
Branch.
IN THE CASE OF AN EVENT OF DEFAULT ONLY
EXIMBANK MAY ACCELERATE THE PROMISSORY NOTE.
ACCELERATION OF THE PROMISSORY NOTE WILL NOT RESULT IN AN
ACCELERATION OF THE CERTIFICATES.
Timely payment of the principal of and interest
on this Certificate will be supported by a Liquidity
Reimbursement Agreement, dated as of November 26, 1997
(the "Liquidity Agreement") between Citibank, N.A.,
acting through its Nassau Branch, as liquidity provider
(the "Liquidity Provider") and the Trustee.
To the extent not defined herein, all
capitalized terms shall have the meanings assigned to
such terms in the Declaration. This Certificate is one
of the Certificates described in the Declaration and is
issued under and subject to the terms, provisions and
conditions of the Declaration. By acceptance of this
Certificate, the holder assents to and becomes bound by
the Declaration.
Except as otherwise provided in the
Declaration, distributions on the Certificates will be
made by check mailed to the Certificateholder at the
address for such Certificateholder appearing on the
Certificate Register without the 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 the Borough of Manhattan, The City and State
of New York.
By their acceptance of this Certificate, the
registered owner hereof and any beneficial owner of an
interest herein agree that, except as otherwise expressly
provided in Section 3.7 of the Declaration, (a) this
Certificate is executed and delivered by Citibank, N.A.
(or any successor Trustee), not individually or
personally but solely as Trustee of the Trust, in the
exercise of the powers and authority conferred and vested
in it by the Declaration of Trust, (b) the
representations, undertakings and agreements made herein
are made and intended not as personal representations,
undertakings and agreements by Citibank, N.A. (or any
successor Trustee), but are made and intended for the
purpose of binding only the Trust, (c) nothing contained
herein shall be construed as creating any liability on
Citibank, N.A. (or any successor Trustee), individually
or personally, to perform any covenant either expressed
or impliedly contained herein, all such liability, if
any, being expressly waived by the registered owner
hereof and any beneficial owner of an interest herein and
by any Person claiming by, through or under such owners,
and (d) under no circumstances shall Citibank, N.A. (or
any successor Trustee) be personally liable for the
payment of any indebtedness or expenses of the Trust, the
Borrower or the Depositor or be liable for the breach or
failure of any obligation, representation, warranty or
covenant made or undertaken by the Trust, the Borrower or
the Depositor under this Certificate.
This Certificate is limited in right of payment
to collections on or with respect to the Promissory Note,
the Guarantee, the Eximbank Payment Certificate and the
Liquidity Agreement, all as more specifically set forth
herein and in the Declaration. Each scheduled payment on
the Promissory Note is in an amount sufficient to satisfy
the corresponding scheduled payments on the Certificates.
Under the terms of the Liquidity Agreement, if
the Borrower fails to make a scheduled payment when due
of any installment of principal or interest when due
under the Promissory Note, the Liquidity Provider will be
obligated to advance the amount of such scheduled
payments on the date due.
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 under the
Promissory Note and such failure has continued for 30
calendar days, Eximbank, upon receipt of a written demand
for payment on any Business Day subsequent to such 30-day
period by the Trustee (and provided that the Trustee has
made a payment demand upon the Borrower at least 15
calendar days prior thereto), accompanied by the
defaulted Promissory Note and an assignment of the
Promissory Note to Eximbank (the "Eximbank Payment
Event"), is obligated to pay to the Trust within five
Business Days of such demand one hundred percent (100%)
of the installment of principal and interest at the
Guaranteed Interest Rate due on the Promissory Note (the
"Guaranteed Amounts"). To the extent that the Liquidity
Provider has advanced the amount of such installment, the
Liquidity Provider will be entitled to the payment by
Eximbank of such Guaranteed Amounts. Thereafter, on each
subsequent Note Payment Date following the Eximbank
Payment Event, the Guarantee Agreement provides that
Eximbank will directly and timely pay the Guaranteed
Amounts due under the Promissory Note to the Trust on
each scheduled Note Payment Date until the scheduled
maturity of the Promissory Note (regardless of any
acceleration of the Promissory Note), without a
requirement of demand on or notice to the Borrower or
Eximbank for such payment.
The Declaration of Trust requires the Trustee
to give timely notice of borrowing to the Liquidity
Provider and to make a timely payment demand on the
Borrower or Eximbank under the Promissory Note or the
Guarantee, respectively. The Declaration provides that
if the Guarantee should expire because of a failure to
make timely demand by the Trustee, any amount with
respect to which the Guarantee shall have expired shall
be immediately payable by the Trustee.
Subject to the terms of the Declaration and
until the Promissory Note have been paid in full, the
Trustee shall distribute on January 15 and July 15 (or on
the next succeeding Business Day if such January 15 or
July 15 is not a Business Day) of each year, commencing
January 15, 1998 (each a "Certificate Payment Date"), to
the person in whose name this Certificate is registered
on the first calendar day of the calendar month of such
Certificate Payment Date, Interest for the applicable
Interest Period. An "Interest Period" shall mean the
period from and including the most recent Certificate
Payment Date (or, if there is no such Certificate Payment
Date, from and including the Closing Date) to but
excluding the next succeeding Certificate Payment Date.
Equal semi-annual principal amortization payments on the
Promissory Note are required by the terms of the
Promissory Note on each January 15 and July 15, from
January 15, 1998 through July 15, 2003. To the extent
such principal amortization payments are received by the
Trustee, the Percentage Interest to which the holder of
this Certificate is entitled will be applied to such
principal amortization payments and the resulting amount
will be distributed to such holder on the following
January 15 or July 15, as applicable (or, if such date is
not a Business Day, the next following Business Day) of
each year commencing January 15, 1998. Accordingly, the
outstanding Principal Balance of this Certificate at any
time may be less than the Initial Amount set forth above.
To the extent such Principal Balance is received by the
Trustee, the Principal Balance of this Certificate on
July 15, 2003 will be distributed to the
Certificateholder on such date upon surrender of this
Certificate at the office or agency maintained for that
purpose by the Trustee in the Borough of Manhattan, The
City and State of New York.
The Declaration permits, with certain
exceptions therein provided, the amendment thereof and
the modification of the rights and obligations of the
Certificateholders under the Declaration at any time by
the Trustee and the Borrower, with the consent of
Certificateholders representing at least 25% in
Percentage Interest of the Certificates but, unless such
amendment would adversely affect the Depositor, without
the consent of the Depositor. 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
Declaration also permits, under certain circumstances,
the amendment thereof by the Trustee and the Borrower
without the consent of any of the Certificateholders.
The Certificates are issuable only as
registered Certificates without coupons, in denominations
of $1,000 and integral multiples of $1,000 in excess
thereof, except that one Certificate may be issued in a
different amount. As provided in the Declaration and
subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates, of
authorized denominations, of like tenor, like aggregate
Initial Amount and like Principal Balance, all as
requested by the Certificateholder surrendering the same.
As provided in the Declaration and subject to
certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for
registration of transfer at the office or agency
maintained by the Trustee in the Borough of Manhattan,
The City and State of New York, accompanied by a written
instrument of transfer in form satisfactory to the
Trustee or any Certificate Registrar duly executed by the
Certificateholder or such Certificateholder's attorney
duly authorized in writing. Thereupon one or more new
Certificates, of like tenor and authorized denominations
and for the same aggregate Initial Amount and Principal
Balance 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 Certificate 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 Certificate 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 Certificate 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 Declaration shall terminate after the
aggregate amount distributed to all Certificateholders
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 Declaration, with certain exceptions set
forth in Section 8.1 of the Declaration.
This Certificate does not purport to summarize
all provisions of the Declaration and reference is made
to the Declaration 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 Declaration and
all amendments thereof will be provided to any
Certificateholder free of charge upon a written request
to the Trustee at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Department.
Unless this Certificate has been executed by
the Trustee, by manual or facsimile signature of a duly
authorized signatory 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 Declaration or be valid
for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
instrument to be duly executed on behalf of the Trust.
Date ___________________
GUARANTEED TRADE TRUST 1997-A
By: CITIBANK, N.A.,
not in its individual
capacity but solely as
Trustee
By: ____________________________
Trustee's Certificate of
Authentication
This is one of the Certifi-
▇▇▇▇▇ described in the within-
mentioned Declaration of Trust
By: CITIBANK, N.A.
as Trustee
By: __________________________
Authorized Officer
ASSIGNMENT
For value received the undersigned, subject to
the provisions of Section 6.2 of the Declaration, sells,
assigns and transfers unto (name, address including zip
code and taxpayer identification 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
Exhibit B-1
FORM OF BORROWER PAYMENT DEMAND
_________________, ____
Empresa Colombiana de Petroleos
Attention:
Gentlemen:
The undersigned hereby notifies you of a
payment default under the Promissory Note dated November
26, 1997 (the "Promissory Note") executed by you in favor
of Citibank, N.A. Capitalized terms used herein and not
defined herein shall have the respective meanings
assigned in the Promissory Note.
The undersigned further notifies you that
$________ of principal, $_______ of interest and $_______
of postmaturity interest on the Promissory Note 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 in accordance with the
provisions of the Promissory Note.
This notice is being provided by the
undersigned in its capacity as Trustee under the
Declaration of Trust (the "Declaration") made by the
undersigned and Citicorp North America, Inc., as
depositor (such Declaration being comprised of the Master
Terms of Trust dated as of November 26, 1997 and a
Supplement dated as of November 26, 1997), as amended
from time to time to the date hereof, and constitutes a
"Payment Demand" referred to in the Declaration and a
"written demand for payment" referred to in Section 4.01
of the Guarantee Agreement dated as of April 1, 1996
among Eximbank, and Citibank, N.A., acting through its
Nassau Branch.
Very truly yours,
CITIBANK, N.A., ACTING THROUGH
ITS NASSAU BRANCH
By: ____________________________
Title:
cc: Export-Import Bank of the
United States
Exhibit B-2
FORM OF EXIMBANK PAYMENT DEMAND
________________, 19__
Export-Import Bank of the United States
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
Washington, D.C. 20571
Attention: Vice President-Claims and Recoveries Division
Re: Guarantee No. AP065759XX-Colombia
Gentlemen:
Pursuant to Sections 4.01 and 4.02 of the
Guarantee Agreement dated as of April 1, 1996 (as
amended, the "Guarantee Agreement") between you and the
undersigned, the undersigned, hereby notifies you of a
payment default under the Promissory Note dated November
26, 1997 (the "Promissory Note") executed by Empresa
Colombiana de Petroleos (the "Borrower"), in favor of
Citibank, N.A. (the "Noteholder").
The undersigned notifies you that on the Note
Payment Date occurring on _____________ __, 19__,
$________ 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 on the
Promissory Note remain unpaid. The undersigned hereby
demands payment in full of the unpaid amount of principal
on the Promissory Note specified in the preceding
sentence and interest at the Guaranteed Interest Rate on
such amount of principal and interest until the date of
payment thereof by you in accordance with the provisions
of the Guarantee Agreement.
This notice is being provided on behalf of the
Noteholder, the holder of the Promissory Note, and
constitutes a "demand" referred to in Sections 4.01 and
4.02 of the Guarantee Agreement.
Very truly yours,
CITIBANK, N.A., ACTING
THROUGH ITS NASSAU BRANCH
By: ____________________________
Exhibit B-3
FORM OF PREFERENCE PAYMENT DEMAND
____________________, 19__
Export-Import Bank of the United States
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
Washington, D.C. 20571
Attention: Vice President-Claims and Recoveries Division
Re: Guarantee No. AP065759XX-Colombia
Gentlemen:
Pursuant to Sections 2.07, 4.01 and 4.02 of the
Guarantee Agreement dated as of April 1, 1996 (as amended
to the date hereof, the "Guarantee Agreement") between
you and the undersigned, the undersigned hereby notifies
you that a payment under the Promissory Note dated
November __, 1997 (the "Promissory Note") executed by
Empresa Colombiana de Petroleos (the "Borrower"), in
favor of the Trust created by the Declaration of Trust
(the "Noteholder") has been rescinded or compelled to be
returned.
The undersigned notifies you that payment of
$_________ of principal and $_________ of interest made
by the Borrower in respect of the Note Payment Date
occurring on _____________ __, 19__, has been
[[rescinded] [compelled to be returned] [by law as the
result of the bankruptcy or insolvency of the Borrower]
[as a result of a law, regulation or decree applicable to
the Borrower]]. The undersigned hereby demands payment
in full of the rescinded or returned amount of principal
on the Promissory Note specified in the preceding
sentence and interest at the Guaranteed Interest Rate on
such amount of principal and interest until the date of
payment thereof by you in accordance with the provisions
of the Guarantee Agreement.
This notice is being provided on behalf of the
Noteholder, the holder of the Promissory Note, and
constitutes a "demand" referred to in Sections 2.07, 4.01
and 4.02 of the Guarantee Agreement.
Very truly yours,
CITIBANK, N.A., ACTING THROUGH
ITS NASSAU BRANCH
By: ____________________________
Exhibit C-1
Opinion, dated the Closing Date and addressed
to the Trustee, of counsel for the Trustee substantially
to the effect that:
(a) The Trustee has been duly
incorporated and is validly existing as a banking
association organized under the laws of the United
States, and has the power and authority (corporate
and other) to enter into, and to take all action
required of it under, the Declaration and the
Guarantee Agreement.
(b) The Declaration and the Guarantee
Agreement have each been duly authorized, executed
and delivered by the Trustee and each constitutes a
legal, valid and binding agreement of the Trustee,
enforceable against the Trustee in accordance with
its terms, except as such enforceability may be
limited by bankruptcy, insolvency, receivership,
conservatorship, liquidation, reorganization,
moratorium or other similar laws affecting the
enforcement of rights of creditors of national
banking associations generally, and the application
of general principles of equity (regardless of
whether such enforceability is considered in a
proceeding in equity or at law).
(c) The Certificates have been duly
executed, authenticated and delivered by the Trustee
on behalf of the Trust.
Exhibit C-2
Opinion dated the Closing Date of Colombian
counsel to the Borrower, substantially to the effect
that:
(a) The Borrower is duly organized and
existing in good standing under the laws of the
Republic of Colombia and has full power, authority
and legal right to incur the indebtedness and
obligations provided for in the Credit Agreement and
the Promissory Note, and has taken all legal and
other action necessary to authorize it to execute
and deliver the Promissory Note and the Credit
Agreement and perform and observe the terms and
conditions of the Promissory Note and the Credit
Agreement.
(b) No authorization, registration or
approval (including any foreign exchange approval
with respect to the availability and transfer of
Dollars necessary to make all required payments
under the Credit Agreement or the Promissory Note)
of, or filing or registration with the Republic of
Colombia, or of any governmental agency or public
office thereof or therein, together with any other
third-party consent, which is necessary or advisable
for the execution, delivery and performance of the
Credit Agreement or the Promissory Note or to assure
the validity, binding effect and enforceability
hereof or thereof has not been obtained or made and
each such authorization, registration, approval,
filing or consent which has been made is binding and
enforceable and in full force and effect.
(c) No constitutional provision, law,
ordinance, decree or regulation of the Government of
Colombia, or any agency, department or
instrumentality thereof, no order, judgment, award
or decree of any court, arbitrator or governmental
authority, no provision of any charter, by-law or
similar instrument of the Borrower and no provision
of any agreement or other instrument binding on the
Borrower or to which it or its properties or
revenues may be subject is or will be contravened by
its execution and delivery of the Credit Agreement
or the Promissory Note or its performance and
observance of terms and conditions of the Credit
Agreement or the Promissory Note.
(d) There is no pending or, to the best
of the knowledge of such counsel, threatened action
or proceeding affecting the Borrower before any
court, governmental agency, international
organization or arbitrator, which (i) questions or
could affect the legality, validity, binding effect
or enforceability of the Credit Agreement or the
Promissory Note, (ii) might restrain or enjoin or
have the effect of restraining or enjoining its
performance or observance of the terms and the
conditions of the Credit Agreement or the Promissory
Note or (iii) may individually or in the aggregate
materially and adversely affect the financial
condition or operations of the Borrower.
(e) Under the present laws of the
Republic of Colombia or any political subdivision or
taxing authority thereof, there is no Tax (as
defined in the Credit Agreement) imposed (whether by
withholding or otherwise) on or in connection with
the execution, delivery, performance or enforcement
of the Credit Agreement or the Promissory Note or
any other document to be furnished thereunder or on
any payment to be made under the Credit Agreement or
the Promissory Note.
(f) There are no stamp taxes or similar
taxes and duties or registration charges or fees
payable in connection with the transactions
contemplated by the Credit Agreement that have not
been paid.
(g) No consent, license, approval or
authorization of, or registration, recording or
filing with, the Government of Colombia or any
court, agency, department or other administrative
authority or instrumentality of the Government of
Colombia or any local or other governmental
authority within Colombia is required for the
execution, delivery or performance of the Credit
Agreement or the Promissory Note by the Borrower or
for the validity, enforceability, priority or
admissibility thereof.
(h) The execution and delivery of the
Credit Agreement or the Promissory Note by the
Borrower and its performance and observance of the
terms and conditions thereof will not result in the
creation of any Lien (as defined in the Credit
Agreement) on any of the present or future revenues
or properties of the Borrower under any agreement,
instrument or other documents to which the Borrower
is a party or by which the Borrower or any of its
revenues or properties may be bound or affected.
(i) The payment obligations of the
Borrower under the Credit Agreement and the
Promissory Note constitute the direct, general and
unconditional obligations of the Borrower and rank
in all respects at least pari passu in priority of
payment with all unsecured debt of the Borrower
(except to the extent that any such debt ranks
senior to such obligations solely by reason of
Encumbrances specifically excepted under Section
6.03(b) of the Credit Agreement).
(j) The waiver of immunity by the
Borrower, the appointment of the Process Agent for
service of process and the consent by the Borrower
to the jurisdiction of the courts specified in the
Credit Agreement, all as provided in the Credit
Agreement, are irrevocably binding on the Borrower
and are valid under the laws of the Republic of
Colombia.
(k) The provision that the law of the
State of New York shall govern the Credit Agreement
and the Promissory Note, all as provided in the
Credit Agreement and the Promissory Note, are
irrevocably binding on the Borrower and are valid
under the laws of the Republic of Colombia and will
be recognized and given effect by the courts of the
Republic of Colombia.
(l) The Credit Agreement and the
Promissory Note are in proper legal form under the
laws of the Republic of Colombia for the most
expeditious enforcement thereof against the Borrower
in the courts of the Republic of Colombia and any
judgment obtained in the courts of New York will be
recognized and enforced by the courts of the
Republic of Colombia.
(m) Citibank, N.A., acting through its
Nassau Branch, as original lender, was not prevented
from entering into, and the Trustee is not prevented
from accepting an assignment of, the Credit
Agreement by reason of any of the prohibitions and
incompatibilities mentioned in Law 80 of 1993 of the
Republic of Colombia.
In rendering the opinions set forth above, such
counsel may assume and state that he has not
independently verified (i) the authenticity of all
documents submitted to him as originals and the
conformity to the originals of all documents submitted to
him as copies, (ii) that the execution and delivery of
the Credit Agreement and the Promissory Note have been
duly authorized by each of the parties thereto (other
than the Borrower) and that each of the parties thereto
(other than the Borrower) has full power, authority and
legal right to enter into each such agreement and to
perform its obligations thereunder, and (iii) that the
Credit Agreement has been duly executed and delivered by
each of the parties thereto (other than the Borrower).
Such counsel may also assume that the Credit Agreement or
the Promissory Note are legal, valid, binding and
enforceable under New York law.
In rendering such opinions, such counsel may
limit his opinions to matters governed by the laws of the
Republic of Colombia.
Exhibit C-3
Opinion dated the Closing Date of special New
York counsel to the Borrower, substantially to the effect
that:
(a) The Credit Agreement and the
Promissory Note are the valid and binding
obligations of the Borrower, enforceable against the
Borrower in accordance with their respective terms,
and the Promissory Note is entitled to the benefits
of the Credit Agreement.
(b) The execution and delivery of the
Credit Agreement and the Promissory Note by the
Borrower and the performance by the Borrower of its
obligations therein and herein contemplated do not
require the consent, approval, authorization,
registration or qualification of or with any federal
or New York State governmental authority, except
such as have been obtained or effected (except as to
any consent, approval, authorization, registration
or qualification that may be required under United
States securities laws and state securities or Blue
Sky laws, as to which such counsel need express no
opinion).
In addition, such counsel shall state that,
based on inquiry of lawyers currently with such law firm
who, according to the records of such law firm, have
performed legal services for the Borrower since January
1, 1997, such counsel know of no legal or governmental
proceedings pending to which the Borrower is a party or
threatened against the Borrower, (A) asserting the
invalidity of the Credit Agreement or the Promissory Note
or (B) seeking to prevent the performance of any of the
transactions contemplated by the Credit Agreement or the
Promissory Note; provided that such counsel may regard
any legal or governmental proceedings not to be
threatened unless the potential litigant or governmental
authority has manifested to such counsel a present
intention to initiate such proceedings.
In rendering the opinions expressed above, such
counsel may assume (i) the authenticity of all documents
submitted to them as originals and the conformity to
originals of all documents submitted to them as copies,
(ii) that the signatures on all documents that they have
examined are genuine, (iii) each party (including the
Borrower) to the Credit Agreement and the Promissory Note
has satisfied those legal requirements that are
applicable to it to the extent necessary to make such
agreement or obligation enforceable against it (except
that no such assumption is made as to the Borrower
regarding matters of the federal law of the United States
of America or the law of the State of New York), and (iv)
the accuracy as to factual matters of each document we
have reviewed (including, without limitation, the
accuracy of the representations and warranties of
Ecopetrol in the Credit Agreement.
In addition, such counsel may state that (i)
the opinion expressed in paragraph (a) above is subject
to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting
creditors' rights generally and to possible judicial
action giving effect to governmental actions or foreign
laws affecting creditors' rights generally, to general
principles of equity and to judicial application of
foreign laws or governmental actions affecting creditors'
rights, (ii) the enforceability of the obligations of the
Borrower under the Liquidity Reimbursement Agreement, the
Reimbursement Note and the other Borrower Documents are
subject to general principles of equity (regardless of
whether such enforcement is sought in a proceeding in
equity or at law) and (iii) the enforceability in the
United States of the waiver by the Borrower of its
immunities from court jurisdiction and from legal
process, as set forth in the the Credit Agreement, is
subject to the limitations imposed by the United States
Foreign Sovereign Immunities Act of 1976.
In rendering such opinions, such counsel may
limit their opinions to the federal law of the United
States of America and the law of the State of New York.
Exhibit C-4
Opinion, dated the Closing Date and addressed
to the Trustee, of special counsel to the Trust and the
Depositor, substantially to the effect that:
(a) The Depositor is a corporation duly
incorporated and validly existing under the laws of
the State of Delaware with all requisite corporate
power and authority to execute, deliver and perform
its obligations under the Transfer Agreement and the
Declaration.
(b) The Declaration is a valid and
binding agreement of the Depositor, enforceable
against the Depositor in accordance with its terms,
except to the extent that enforcement thereof may be
limited by (a) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights
generally, and (b) general principles of equity
(regardless of whether enforceability is considered
in a proceeding at law or in equity).
(c) The Certificates, when duly and
validly executed and authenticated by the Trustee in
the manner contemplated by the Declaration and
delivered to and paid for by the Underwriter
pursuant to this Agreement, will be validly issued
and outstanding and entitled to the benefits of the
Declaration.
(d) The Registration Statement, as of its
effective date, and the Prospectus, as of its date,
appeared on their face to be appropriately
responsive in all material respects to the
requirements of the Act and the rules and
regulations thereunder, except that in each case
such counsel need express no opinion as to financial
statements, schedules and other financial data
included therein or excluded therefrom or the
exhibits to the Registration Statement, and such
counsel need assume no responsibility for the
accuracy, completeness or fairness of the statements
contained in the Registration Statement or the
Prospectus except to the extent set forth in
Sections 7(d)(iv) and (viii) hereof.
(e) The Declaration is not required to be
qualified under the Trust Indenture Act of 1939, as
amended.
(f) The Trust is not an "investment
company" or under the "control" of an "investment
company" as such terms are defined under the
Investment Company Act of 1940, as amended.
Such counsel shall state that they are advised
by the Commission that the Registration Statement was
declared effective under the Act (specifying the time and
date of such declaration), and, to the best of the
knowledge of such counsel, no stop order suspending its
effectiveness has been issued and no proceedings for that
purpose have been instituted or are pending or threatened
by the Commission.
In rendering the opinions expressed above, such
counsel may assume (i) the authenticity of all documents
submitted to them as originals and the conformity to
originals of all documents submitted to them as copies,
(ii) that the signatures on all documents that they have
examined are genuine and (iii) that the Declaration and
the Credit Agreement constitute the legal, valid, binding
and enforceable obligations of each party thereto other
than the Depositor.
In rendering the opinions set forth above, such
counsel may limit their opinions to matters governed by
the laws of the State of New York and the United States
of America.
Exhibit C-5
Opinion, dated the Closing Date and addressed
to the Trustee, of the General Counsel of Eximbank,
substantially to the effect that:
(a) Eximbank is a validly organized body
corporate and agency of the United States of America
for the purposes of this transaction with power and
authority set forth in the Export-Import Bank Act of
1945, as amended, to enter into the Guarantee
Agreement in its capacity as guarantor of the
principal of and interest on the Promissory Note, to
endorse a Guarantee Legend (as defined in the
Guarantee Agreement) on the Promissory Note and to
issue Eximbank Payment Certificates with respect to
the Promissory Note;
(b) The Guarantee Agreement has been duly
and validly authorized, executed and delivered by
Eximbank and constitutes a legal, valid and binding
agreement of Eximbank in accordance with its terms;
(c) The endorsement of the Guarantee
Legend (as defined in the Guarantee Agreement) on
the Promissory Note has been duly and validly
authorized by Eximbank and such Guarantee Legend has
been endorsed on the Promissory Note issued by the
Borrower and Eximbank's guarantee of payment of the
principal of and interest on such Promissory Note
will be a legal, valid and binding undertaking of
Eximbank in accordance with the terms of the
Guarantee Agreement, and such guarantee will be
backed by the full faith and credit of the United
States of America; and
(d) The issuance of an Eximbank Payment
Certificate with respect to the Promissory Note has
been duly and validly authorized by Eximbank and,
when such Eximbank Payment Certificate is issued by
Eximbank pursuant to the terms of the Guarantee
Agreement, Eximbank's payment obligation on such
Eximbank Payment Certificate will be a legal, valid
and binding undertaking of Eximbank in accordance
with its terms, and such payment obligation will be
backed by the full faith and credit of the United
States of America.
Exhibit C-6
Opinion, dated the Closing Date and addressed
to the Trustee, of special United States counsel to the
Liquidity Provider, substantially to the effect that:
(a) The Liquidity Provider is validly
existing as a national banking association organized
under the laws of the United States, and has the
power and authority (corporate and other) to enter
into, and to take all action required of it under,
the Liquidity Agreement.
(b) The Liquidity Agreement has been
duly authorized, executed and delivered by the
Liquidity Provider and constitutes a legal, valid
and binding agreement of the Liquidity Provider,
enforceable against the Liquidity Provider in
accordance with its terms, except to the extent that
enforcement thereof may be limited by (a)
bankruptcy, insolvency, receivership,
conservatorship, reorganization, moratorium or other
similar laws now or hereafter in effect relating to
rights of creditor's of national banking
associations generally, and (b) general principles
of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity).
(c) The execution, delivery and
performance by the Liquidity Provider of the
Liquidity Agreement do not contravene the articles
of association or by-laws of the Liquidity Provider.
In rendering the opinions expressed above, such
counsel may assume (i) the authenticity of all documents
submitted to them as originals and the conformity to
originals of all documents submitted to them as copies,
(ii) that the signatures on all documents that they have
examined are genuine and (iii) that the Liquidity
Agreement constitutes the legal, valid, binding and
enforceable obligation of each party thereto other than
the Liquidity Provider.
In rendering the opinions set forth above, such
counsel may limit their opinions to matters governed by
the laws of the State of New York and the United States
of America.
Exhibit C-7
Opinion, dated the Closing Date and addressed
to the Trustee, of special Bahamas counsel to the
Liquidity Provider, substantially to the effect that:
(a) Citibank, N.A. (the "Bank") is duly
licensed by the [APPROPRIATE GOVERNMENTAL AUTHORITY]
of the Bahamas to maintain a branch office in
Nassau, Bahamas and is validly existing as a foreign
banking organization under the laws of the Bahamas
and has all the powers of a foreign branch as
specified under _________ of the [Banking Law] of
the Bahamas (including, without limitation, the
power to enter into and perform under liquidity
facilities such as the Liquidity Agreement), and is
authorized to transact business in the Bahamas.
(b) To the best of the knowledge of such
counsel, no authorization, consent or approval of or
by Bahamian governmental authority is necessary for
the execution, delivery and performance by the Bank
of the Liquidity Agreement, except such
authorizations, consents and approvals as are in
full force and effect.
In rendering the opinions set forth above, such
counsel may limit their opinions to matters governed by
the laws of the Bahamas.
EXHIBIT D
[FORM OF SEMI-ANNUAL REPORT]
GUARANTEED TRADE TRUST 1997-A
__% GUARANTEED TRADE CERTIFICATES
SEMI-ANNUAL REPORT
CERTIFICATE PAYMENT DATE: __________15, ___
AGGREGATE AMOUNT OF PRINCIPAL
DISTRIBUTED TO CERTIFICATEHOLDERS
ON SUCH CERTIFICATE PAYMENT DATE:
$__________[1]
AGGREGATE AMOUNT OF INTEREST
DISTRIBUTED TO CERTIFICATEHOLDERS
ON SUCH CERTIFICATE PAYMENT DATE:
$__________[2]
AGGREGATE PRINCIPAL BALANCE OF
THE CERTIFICATES OUTSTANDING
AFTER SUCH DISTRIBUTION: $__________
[INSERT ONE OF THE FOLLOWING ITEMS [1], [2], [3] OR [4],
AS APPLICABLE:]
[1] [No delinquency in payment under the Promissory
Notes, [the Liquidity Agreement], the Guarantee or
the Eximbank Payment Certificate nor any Event of
Default actually known to a Responsible Officer of
the Trustee has occurred and is continuing.]
[2][A delinquency in payment under the Promissory
Notes, [the Liquidity Agreement], the Guarantee or
the Eximbank Payment Certificate has occurred and is
continuing [SPECIFY THE EVENT AND ITS STATUS AND THE
AMOUNT, IF ANY, PAID OR PAYABLE UNDER THE
GUARANTEE]. No Event of Default actually known to a
Responsible Officer of the Trustee has occurred and
is continuing.]
[3][No delinquency in payment under the Promissory
Notes, [the Liquidity Agreement], the Guarantee or
the Eximbank Payment Certificate has occurred and is
continuing. An Event of Default has occurred and is
continuing [SPECIFY THE EVENT AND ITS STATUS AND THE
AMOUNT, IF ANY, PAID OR PAYABLE UNDER THE
GUARANTEE].]
[4][A delinquency in payment under the Promissory
Notes, [the Liquidity Agreement], the Guarantee or
the Eximbank Payment Certificate and an Event of
Default has occurred and is continuing [SPECIFY THE
EVENT AND ITS STATUS AND THE AMOUNT, IF ANY, PAID OR
PAYABLE UNDER THE GUARANTEE].]
INSERT ONLY IF APPLICABLE TO SUCH CERTIFICATE PAYMENT DATE:
[If the amounts referred to in [1] and [2] above are
less than the amounts of principal and interest paid
on the Promissory Notes or the Eximbank Payment
Certificate on the related Note Payment Date
(whether as a result of a withholding tax of the
country of the Borrower or through which payments
were made which has not been grossed-up or
otherwise), specify the amount of any such
difference and the reason or reasons therefor (as
determined on the basis of information provided to
the Trustee by the Borrower or Eximbank or otherwise
actually known by a Responsible Officer of the
Trustee)]
[INSERT ANY ADDITIONAL INFORMATION NECESSARY IN ORDER TO
SATISFY REQUIREMENTS, IF ANY, UNDER THE EXCHANGE ACT, AS
THEN IN EFFECT, WITH RESPECT TO THE MAILING OF PERIODIC
REPORTS TO CERTIFICATEHOLDERS.}
All capitalized terms used herein that are not
otherwise defined shall have the meanings assigned to
such terms in the Declaration of Trust, dated as of
_____, 1997, between Citicorp Securities, Inc. and
Citibank, N.A.
CITIBANK, N.A., as Trustee
EXHIBIT E
[FORM OF INFORMATION REQUEST]
GUARANTEED TRADE TRUST 1997-A
__% GUARANTEED TRADE CERTIFICATES
[Date]
Citibank, N.A.,
as Trustee
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Department
Ladies and Gentlemen:
The undersigned hereby requests that copies of
each Semi-Annual Report with respect to the above-
referenced Certificates be sent to it at the address set
forth below
The undersigned hereby certifies that it is the
beneficial owner of an interest in $__________ principal
amount of such Certificates.
All capitalized terms used herein that are not
otherwise defined shall have the meanings assigned to
such terms in the Declaration of Trust, dated as of
_____, 1997, between Citicorp Securities, Inc. and
Citibank, N.A.
Very truly yours,
[INSERT NAME OF
BENEFICIAL OWNER]
By:
Name:
Title:
Mailing Address for Semi-Annual Reports:
EXHIBIT F
[FORM OF NOTICE TO RATING AGENCIES]
GUARANTEED TRADE TRUST 1997-A
__% GUARANTEED TRADE CERTIFICATES
[Date]
TO: ▇▇▇▇▇'▇ Investors Service, Inc.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Structured Finance Group
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Standard & Poor's Ratings Services
▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Letter of Credit/MTN
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Pursuant to Section 4.4 of the Declaration of
Trust, dated as of _________, 1997 (the "Declaration"),
between Citicorp North America, Inc. and Citibank, N.A.,
as Trustee, you are hereby notified that:
[INSERT APPLICABLE NOTICE:]
[____________ has been appointed successor Trustee.]
[____________ has been appointed successor Liquidity
Provider.]
[Eximbank has defaulted in its obligation to make
payment pursuant to the Guarantee.]
[The Borrower has defaulted in its obligation to
make payments pursuant to the Promissory Note.]
[The Liquidity Provider has defaulted in its
obligation to make Advances pursuant to the
Liquidity Agreement.]
[The [Declaration][Promissory Note][Credit
Agreement][Guarantee][Guarantee Agreement][Liquidity
Agreement] has been amended and copy of such
amendment is attached hereto.]
[The Trustee has received a direction from the
Certificateholders pursuant to Section 7.5(a) of the
Declaration that would alter the timing, method or
effect of any claim or notice required to be made by
the Trustee pursuant to Section 3.3 or 5.2 of the
Declaration].
All capitalized terms used herein that are not
otherwise defined shall have the meanings assigned to
such terms in the Declaration.
CITIBANK, N.A., as Trustee
EXHIBIT G
[FORM OF REPORT TO BORROWER
PURSUANT TO SECTION 4.5 OF MASTER TERMS]
NOT APPLICABLE