HomeMy WebLinkAbout830599.tiff WRIT C0'JTY IMISsasg
GARDERE & WYNNE JAN o 1983 U
ATTORNEYS AND COUNSELORS (J
1700 REPUBLICBANK BUILDING GREELEY. COLO,
DALLAS, TEXAS 75201
ANGUS G.WYNNE(19741 RONALD M.GASWIRTN DONALD H.MACNAMAN DEIRDRE B.RUCKMAN
GEORGE P.CARDERS 119731 H.MARTIN GIBSON STEPHEN A.MCCARTIN MELISSA K.RUMAN
MORRIS I.JAFFE 119501 STEPHEN J.GILLES TELEPHONE 2I4-748-72H DONALD C.MCCLEARY LARRY L.SCHOENBRUN
KELLY AKINS JOHN H.GREENFIELD,JR. HENRY C.MCFADYEN.JR. DAVID H.SEGREST
KENNETH W.ANDERSON,JR. JOSEPH F.GUIOAA DAVID G.MCLANE DAVID F.SLOTTJE
THOMAS P.BARTON BRUCE H.HALLETT TELECOPIER 214-742-1540 B.PRATER MONNING III G.DUFFIELD SMITH.JR.
MARK W.BAYER DOUGLAS A.HARRISON JOHN M.MORGAN,JR. RICHARD F.SMITH
LARRY J.BRIDGEFARMER JOE B.HARRISON CABLE: GARWYN JAMES L.MORRIS DAVID R.SNODGRASS
HANCE W.BURROW III JACK W.HAWKI NS NEIL E.NEWSOM JOHN K.STERLING
C.ROBERT BUTTERFIELD WILLIAM R.HAYS III TELEX 73-0197 DAN L.NICEWANDER EARL B.SiTIMSON
MICHAEL D.CRAIG JIMMY L.HEISZ KENNETH M.NIESMAN BERNARD M STOLLER
HUBERT A.CROUCH III HAROLD HOFFMAN MAIRIN K.NORTH JAMES R.SUITER
SAMUEL J.DEALEY E.STRATTON HORRES December 21, 1982 JOSEPH E.NOWLIN RICHARD A.TULLI
JAMES A.DONON,IE M.CHRIS INABNETT NEIL J.O'BRIEN PETER J.TURNER
CAL L.DONSKY ANNE 5.INFINGER A.WINSTON OXLE` CHARLES D.TUTTLE
BARRY 0 DREES KATHERINE FEKULA JILLSON RAY PEARCE WILLIAM L.VAN FLEET III
W.ROBERT DYER.JR. JOHN T.KIPP ALAN J PERKINS TIMOTHY R.VAUGHAN
IRA D.EINSOMN GEORGE H.KOLB CHERYL E.POLLMAN HAROLD H.WALKER JR.
RUSSELL L.FARABEE DOUGLAS S.LANG KATHERINE S.PORTMAN PAMELA HOBGOOD WIESE
SUZAN E.FENNER DAVID C.LEVENREICH JOHN G.REBENSDORF CARL W.WILSON
LAURA M.FRANZE• JAMES R.LITTLEJOHN JESS C.RICKMAN III
CURTIS L.FRISBIE,JR. ROBERT E.LUXEN GORDON H.ROWS JR. .......-
TO THOSE LISTED ON THE ATTACHED
DISTRIBUTION LIST:
Re: $2,500 , 000 Weld County, Colorado Adjustable Rate
Industrial Development Revenue Bonds (Eisenman
Chemical Co. Project) Series 1982
Standard & Poor's Corporation has requested two revisions
to the Letter of Credit issued by RepublicBank Dallas, National
Association in connection with the above-referenced matter. We
have determined that the requested changes may be accomplished by
inserting the two changed pages into the Letter of Credit issued
at closing, rather than undertaking an amendment to the Letter
of Credit.
We have enclosed blacklined copies of page 4 of the Letter
of Credit and the related Exhibit C on which the two changes
requested by Standard & Poor ' s have been indicated.
Everyone on the attached distribution list is receiving a
blacklined copy of the revised pages. In addition, First
National Bank of Commerce, as Trustee, is receiving an original
of each page for the original Letter of Credit and an unmarked
copy of each page for its copy of the Reimbursement Agreement
with related Exhibits. Kutak Rock & Huie is receiving 15 un-
marked copies of each page lo be bound with all of the documents
in the closing binders .
If you have any questions or comments, please call either
Jim Littlejohn or me.
We appreciate your cooperation in this matter.
Sincerely,
Shirley L. Guthrie
8 30 59 9
SLG:ng
Enclosure n l
%al 0r' 1 l( / b
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$2, 500, 000
WELD COUNTY, COLORADO
INDUSTRIAL DEVELOPMENT REVENUE BONDS
(EISENMAN CHEMICAL CO. PROJECT)
SERIES 1982
DISTRIBUTION LIST
Mr. Thomas E. Eisenman Ms. Marilyn Maloney, Esquire
Eisenman Chemical Co. Liskow & Lewis
P . O. Box 2560 Fiftieth Floor
312 East 16th Street One Shell Square
Greeley, Colorado 80631 New Orleans, Louisiana 70139
Mr. Lawrence G. (Mac) Landwehr Mr. Charles Kuechenmeister, Esq.
Assistant Treasurer 1011 - 11th Avenue
Newoark Resources, Inc. Greeley, Colorado 80631
2900 Ridgelake Drive
Metairie, Louisiana 70002 Mr. Tom Hourican
Standard & Poor' s Corporation
Mr. Sam Guzik, Esquire Corporate Finance Department
Ervin, Cohen & Jessup 25 Broad Street
9401 Wilshire Boulevard New York, New York 10004
9th Floor
Beverly Hills, California 90212 Ms. Julie J. Sitoski, Esq.
Kutak Rock & Huie
Mr. Mark A. Tessier 2400 Arco Tower
Howard, Weil, Labouisse, 707 17th Street
Friedrichs Incorporated Denver, Colorado 80202
211 Carondelet Street
New Orleans, Louisiana 70130 Board of County Commissioners
Weld County, Colorado
Mr. C. Stokes McConnell, Jr. , Esq. ✓ P. O. Box 758 (80632)
Hicks, Selvidge & McConnell 915 10th Street
Suite 1920, 1 American Place Greeley, Colorado 80631
Baton Rouge, Louisiana 70825 Chairman - Mr. John T. Martin
Clerk - Ms . Mary Ann Feuerstein
Mr. R. Glynn Stevens
Reoui- sicBank Dallas, National Mr. Thomas O. David, Esq.
Association Weld County Attorney
P. O. Box 225961 P. O. Box 1948
Dallas, Texas 75265 915 10th Street
Greeley, Colorado 80631
Mr. Colin Hedlund
First National Bank of Commerce
210 Baronne Street
New Orleans, Louisiana 70112
Amount shall be permanently reduced without penalty or premium
by an amount equal to the sum of such principal amount plus an
amount equal to seven months ' interest (calculated at the rate
of 15% per annum) on the corresponding principal amount of
Bonds , upon not less than three business days ' prior written
notice to us designating the date (which shall be a business
day) of such reduction and the amount thereof. Such partial
reduction shall be effective on the date specified in the afore-
said notice . If the amount available hereunder shall be so
reduced , we may require you to surrender this Letter of Credit
to us on the tenth business day after notice and to accept on
such date , in substitution for this Letter of Credit, a substi-
tute irrevocable Letter of Credit, dated such date , for an amount
equal to the amount to which the amount available to be drawn
hereunder shall have been so reduced , but otherwise in a form and
having terms identical to this Letter of Credit.
7. Only you as Trustee and Agent, or any transferee who
has succeeded to you as Trustee and Agent and to whom this Letter
of Credit has been transferred in accordance with its terms , may
make a drawing under this Letter of Credit. Upon the payment to
you or to your account of the amount specified in a sight draft
drawn hereunder, we shall be fully discharged on our obligation
under this Letter of Credit with respect to such sight draft and
we shall not thereafter be obligated to make any further payments
under this Letter of Credit in respect of such sight draft to
you or any other person who may have made to you or makes to you
a demand for payment of principal of or premium, if any, or
interest on any Bond.
8. This Letter of Credit applies only to the principal
amount of the Bonds and up to $343 ,750 in respect of ( i) premium ,
if any, on the Bonds and ( ii ) seven months ' interest accruing on
the Bonds on or prior to the stated maturity of the Bonds and
does not apply to any interest that may accrue thereon after
such maturity.
9. Upon the earlier of ( i) the making by you of the
final drawing available to be made hereunder , ( ii) our receipt
of a certificate signed by your duly authorized officer and a
duly authorized officer of each of the Account Parties stating
that: " ( a) 91 consecutive days (during which no petition in
bankruptcy by or against Eisenman Chemical Co. or Newpark
Resources , Inc. shall have been filed under the United States
Bankruptcy Code) have elapsed after the deposit with us , as
Trustee under the Indenture , of funds or securities sufficient
to pay when dae the principal of and premium, if any, and
interest due and to become due on all of the outstanding Bonds
to the date of maturity or redemption thereof , (b) First
National Bank of Commerce , as Trustee under the Indenture , has
received irrevocable instructions to publish a notice to the
holders of all of the outstanding Bonds that such deposit has
been made and (c) upon receipt by RepublicBank Dallas , National
Association of this certificate , RepublicBank Dallas , National
Association Irrevocable Letter of Credit No. shall
4
EXHIBIT C
CERTIFICATE FOR "C DRAWING"
The undersigned , a duly authorized officer of First National
Bank of Commerce ( the "Trustee and Agent" ) , hereby certifies to
RepublicBank Dallas , National Association ( the "Bank" ) , with
reference to Irrevocable Letter of Credit No. ( the "Letter
of Credit" ; any capitalized term used herein ann not defined
shall have its respective meaning as set forth in the Letter of
Credit) issued by the Bank in favor of the Trustee and Agent,
that:
(1) The Trustee and Agent is the Trustee under
the Indenture and the Agent under the Agency Agreement.
( 2 ) The Trustee and Agent is making a drawing
under the Letter of Credit with respect to the payment
of principal on the Bonds .
( 3 ) The amount of principal of the Bonds which is
due and payable and with respect to the payment of
which the Trustee and Agent does not have Available
Moneys in the Bond Fund (as defined in the Indenture )
that pursuant to Section 5.03 of the Indenture are to
be applied to such payment prior to moneys drawn under
the Letter of Credit is $ , and the amount
of the sight draft accompanying this Certificate does
not exceed such amount of principal.
(4) The amount of the sight draft accompanying
this Certificate , together with the aggregate of all
prior payments made pursuant to C Drawings under the
Letter of Credit for the payment of principal of the
Bonds , does not exceed $2 ,500 ,000.
( 5) The amount of the sight draft accompanying
th's Certificate was computed in accordance with
the terms and conditions of the Bonds and the
Indenture.
IN WITNESS WHEREOF, the Trustee and Agent has executed and
delivered this Certificate as of the _ day of
19
FIRST NATIONAL BANK OF COMMERCE
By:
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