SECTION 402. Alternate Credit Facility.
(a) Effective on
any December 2, beginning December 2 in the Effective Year, an
Alternate Credit Facility may be substituted for the Credit
Facility or any Substitute Credit Facility or Alternate Credit
Facility, if the University (i) delivers to the Paying Agent such
Alternate Credit Facility at least sixty (60) days in advance of
such December 2 and (ii) has obtained an opinion of Bond Counsel
to the effect that the delivery of the Alternate Credit Facility
will not cause interest on the Bonds to become subject to federal
income taxes.
(b) Notice of the substitution of the Alternate Credit
Facility will be mailed by first-class mail by the Paying Agent to
each Holder at his address as shown on the registration books on
or before the second Business Day following the Determination Date
next preceding the Alternate Credit Date, concurrently with the
notice required to be mailed by the Paying Agent to all holders
pursuant to Section 203(b) hereof. Such notice shall state (i)
that the existing Credit Facility, Substitute Credit Facility or
Alternate Credit Facility is being replaced by a new Alternate
Credit Facility, (ii) the principal terms of such new Alternate
Credit Facility, (iii) the ratings that will be assigned to the
Bonds by Moody's as a result of the substitution of such new
Alternate Credit Facility, (iv) that all Holders who wish to
continue to own Bonds after the Alternate Credit Date must give
notice to that effect to the Paying Agent no later than 4:00 P.M.,
New York time, on the November 15 prior to the Alternate Credit
Date or be deemed to have tendered their Bonds for purchase and
(v) that any Holders of Bonds that are deemed to have tendered
their Bonds shall not be entitled to any payment (including any
interest to accrue subsequently to the Alternate Credit Date)
other than the purchase price for such Bonds which shall be equal
to the unpaid principal amount of such Bonds, and such Bonds shall
no longer be entitled to the benefits of the Resolution except for
the purpose of payment of the purchase price therefor, which
payment shall be made only upon the surrender of such Bonds at the
principal corporate trust office of the Paying Agent.
(c) Any Holder desiring to retain such Bonds after the
Alternate Credit Date must notify the Paying Agent in writing
received not later than the November 15 prior to the Alternate
Credit Date. Said notice shall state in substance:
- (1) The numbers and principal amounts of the Bonds which the
Holder wishes to retain after the Alternate Credit Date;
- (2) A statement that the Holder wishes to continue to hold
the Bonds specified in (1) above; and
- (3) The Holder is aware that the rating assigned to the
Bonds by Moody's may be reduced or changed.
Any Holders not providing the Paying Agent with the notice described
above shall be deemed to have tendered their Bonds to the
Paying Agent effective as of the Alternate Credit Date and any
such Holders shall have only those rights with respect to such
Tendered Bonds as are set forth in Section 207 hereof.
(d) If the Bank shall have defaulted in its obligation to
honor a Principal Drawing or a Tender Drawing (each as defined in
the Reimbursement Agreement) under the Credit Facility or any
Substitute Credit Facility or Alternate Credit Facility and a new
Alternate Credit Facility is obtained pursuant to Section 211
hereof, it may become effective on any date without compliance
with the procedures set forth in subsections (b) and (c) above,
except that the Holders shall be notified by the Paying Agent that
an Alternate Credit Facility has been obtained.
