Common use of ALTERNATE LETTER OF CREDIT Clause in Contracts

ALTERNATE LETTER OF CREDIT. The Letter of Credit expires December 31, 2002, or earlier as provided therein. The Borrower may, at its option, provide for the delivery to the Trustee of an Alternate Letter of Credit to take effect on a date selected by the Borrower (the "Replacement Date"). If the Project Bonds are bearing interest at the Weekly Interest Rate or the Fixed Interest Rate, the Replacement Date may be any Interest Payment Date selected by the Borrower, provided, however, that such date allows the Trustee reasonable time to comply with the notice provisions 84 of Section 2.06 hereof. If the Project Bonds are bearing interest at the One Month Interest Rate, the Three Month Interest Rate, the Six Month Interest Rate, the One Year Interest Rate or the Five Year Interest Rate, the Replacement Date shall be (i) an Interest Rate Adjustment Date selected by the Borrower or (ii) the Fixed Interest Rate Commencement Date if the Bonds are to bear interest at the Fixed Interest Rate (provided, however, that such date allows the Trustee reasonable time to comply with the notice provisions of Section 2.06 hereof). The expiration date of the Alternate Letter of Credit shall be not earlier than the later of the expiration date of the Letter of Credit being replaced and the date which is fifteen (15) days after the end of the Interest Rate Period applicable or to be applicable to the Project Bonds, or if the Project Bonds bear or are to bear interest at the Fixed Interest Rate, the expiration date of the Alternate Letter of Credit shall be not earlier than fifteen (15) days after the First Optional Redemption Date. Prior to the replacement of a Letter of Credit with an Alternate Letter of Credit, the Trustee shall give notice to the Holders and, if the Project Bonds are then rated by a Rating Service, to each Rating Service which then has a rating on the Project Bonds of such event and shall have received the following not less than forty-five (45) days prior to the Replacement Date:

ALTERNATE LETTER OF CREDIT. The Borrower at its option may cause to be delivered to the Trustee, as a replacement for the Letter of Credit, an Alternate Letter of Credit expires December 31("Alternate Letter of Credit"). Any such Alternate Letter of Credit must be issued by a financial institution, 2002must require such financial institution to pay when due, or to and upon request of the Trustee, the same amounts as are payable under the initial Letter of Credit, must have an expiration date which is no earlier than the expiration date of the Letter of Credit being replaced and must have an effective date (the "Replacement Date") as provided thereinset forth below. The If the Refunding Bonds are bearing interest at other than the Fixed Interest Rate, the Borrower may, at its option, provide for the delivery to the Trustee of an Alternate Letter of Credit to take effect on a date selected by the Borrower (the "Replacement Date"). If the Project Refunding Bonds are bearing interest at the Weekly Interest Rate or the Fixed Interest Rate, the Replacement Date may be any Interest Payment Date date selected by the Borrower, provided, however, that such date allows the Trustee reasonable time to comply with the notice provisions 84 of Section 2.06 hereof. If the Project Refunding Bonds are bearing interest at the One Month Interest Rate, the Three Month Interest Rate, the Six Month Interest Rate, the One Year Interest Rate or the Five Year Interest Rate, the Replacement Date shall be (i) an the Interest Rate Adjustment Date selected by the Borrower or (ii) the Fixed Interest Rate Commencement Date if the Bonds are to bear interest at the Fixed Interest Rate (provided, however, that such date allows Rate. If the Trustee reasonable time to comply with the notice provisions of Section 2.06 hereof). The expiration date of the Borrower is providing an Alternate Letter of Credit shall be not earlier than in connection with the later conversion of the expiration date of interest rate on the Letter of Credit being replaced and the date which is fifteen (15) days after the end of the Interest Rate Period applicable or Refunding Bonds to be applicable to the Project Bonds, or if the Project Bonds bear or are to bear interest at the Fixed Interest Rate, the expiration date of on the Alternate Letter of Credit shall not be not earlier than the earlier of fifteen (15) days after the First Optional Redemption DateDate or ten (10) years and fifteen (15) days after the date of issuance of the Alternate Letter of Credit. Prior to the replacement of a Letter of Credit with an Alternate Letter of Credit, the Trustee shall give notice to the Holders and, if the Project Refunding Bonds are then rated by a Rating Service, to each Rating Service which then has a rating on the Project Refunding Bonds of such event and shall have received the following not less than forty-five (45) days prior to the Replacement Date:

ALTERNATE LETTER OF CREDIT. The Letter of Credit initially expires December 31September 15, 20022003, or earlier as provided therein. The Borrower may, at its option, provide for the delivery to the Trustee of an Alternate Letter of Credit to take effect on a date selected by the Borrower (the "Replacement Date"). If the Project Bonds are bearing interest at the Weekly Interest Rate or the Fixed Interest Rate, the Replacement Date may be any Interest Payment Date date selected by the Borrower, provided, however, that such date allows the Trustee reasonable time to comply with the notice provisions 84 of Section 2.06 hereof. If the Project Bonds are bearing interest at the One Month Interest Rate, the Three Month Interest Rate, the Six Month Interest Rate, the One Year Interest Rate or the Five Year Interest Rate, the Replacement Date shall be (ia) an Interest Rate Adjustment Date selected by the Borrower or (iib) the Fixed Interest Rate Commencement Date if the Bonds are to bear interest at the Fixed Interest Rate (provided, however, that such date allows the Trustee reasonable time to comply with the notice provisions of Section 2.06 hereof). The expiration date of the Alternate Letter of Credit shall not be not earlier than the later of the expiration date of the Letter of Credit being replaced and the date which is fifteen (15) days after the end of the Interest Rate Period applicable or to be applicable to the Project Bonds, or if the Project Bonds bear or are to bear interest at the Fixed Interest Rate, the expiration date of the Alternate Letter of Credit shall be not earlier than fifteen (15) days after the First Optional Redemption Date. Prior to the replacement of a Letter of Credit with an Alternate Letter of Credit, the Trustee shall give notice to the Holders and, if the Project Bonds are then rated by a Rating Service, to each Rating Service which then has a rating on the Project Bonds of such event and shall have received the following not less than forty-five (45) days prior to the Replacement Date:

ALTERNATE LETTER OF CREDIT. The Company may elect to replace any Letter of Credit expires December 31with a new Letter of Credit conforming to the requirements of Section 5.01(a). In addition, 2002if the method of determining interest on the Series 1997 Bonds is a Daily, Weekly or earlier Commercial Paper Rate, the Company may elect to terminate the existing Letter of Credit (or elect not to replace an expiring Letter of Credit) by delivering to the Trustee at least 30 days before the end of the last full Interest Period before the termination or expiration of the Letter of Credit, a letter from each Rating Agency then rating the Series 1997 Bonds that the Series 1997 Bonds will be rated at least "A-1" or "P-1" (or its equivalent) after the termination or expiration of the Letter of Credit. If such election is made, the Series 1997 Bonds will be called for redemption as provided thereindescribed under the caption "MANDATORY REDEMPTION UPON EXPIRATION OF LETTER OF CREDIT" in Section 8 of the Series 1997 Bonds. Notwithstanding anything to the contrary contained herein, (1) unless the requirements of the preceding paragraph are met, while the Series 1997 Bonds bear interest at a Daily, Weekly or Commercial Paper Rate, they shall be secured by a Letter of Credit, and (2) if the Series 1997 Bonds bear interest at a Long-Term Interest Rate, they shall not be secured or supported by a Letter of Credit or any other type of credit enhancement unless, immediately prior to the effective date of any change in the method of determining the interest rate on the Series 1997 Bonds from a Daily, Weekly or Commercial Paper Rate, the Remarketing Agent makes an objective determination in a certificate delivered to the Trustee that the present value of the cost of securing the Series 1997 Bonds with the Letter of Credit or any other type of credit enhancement (including the cost of paying interest on the Series 1997 Bonds at the expected interest rate and all fees associated with the Letter of Credit or any other type of credit enhancement) would be less than the cost of paying interest on the Series 1997 Bonds if it is not so secured (using as a discount rate the yield to maturity on the Series 1997 Bonds being converted to a Long-Term Interest Rate and treating the fees paid and to be paid for the credit enhancement as interest on the Series 1997 Bonds). The Borrower mayRemarketing Agent is required in the event of a change from a Daily, Weekly or Commercial Paper Rate to a Long-Term Interest Rate to perform such analysis and, if present value savings would result under the above formula, must obtain the form of credit enhancement generating the greatest present value savings under the above formula. The provisions of this paragraph shall not apply if (i) the Series 1997 Bonds bore interest at its optiona Long-Term Interest Rate on the day before the effective date of the change or (ii) a Favorable Opinion of Tax Counsel stating that this paragraph need not be applied to such change is delivered to the Trustee. In addition, provide for if a Long-Term Interest Rate will be in effect during the term of the current Letter of Credit, the Company may not furnish an alternate Letter of Credit with a stated expiration date earlier than the stated expiration date in the Letter of Credit then in effect. Upon delivery to the Trustee of an Alternate Letter of Credit conforming to take effect on a date selected by the Borrower (requirements of this Section 5.01 and delivery of the "Replacement Date"opinions described in Section 5.01(c). If the Project Bonds are bearing interest at the Weekly Interest Rate or the Fixed Interest Rate, the Replacement Date may be any Interest Payment Date selected by the Borrower, provided, however, that such date allows then the Trustee reasonable time shall accept such Alternate Letter of Credit and promptly surrender for cancellation the previously held Letter of Credit to comply the issuer thereof in accordance with the notice provisions 84 terms of Section 2.06 hereof. If the Project Bonds are bearing interest at the One Month Interest Rate, the Three Month Interest Rate, the Six Month Interest Rate, the One Year Interest Rate or the Five Year Interest Rate, the Replacement Date shall be (i) an Interest Rate Adjustment Date selected by the Borrower or (ii) the Fixed Interest Rate Commencement Date if the Bonds are to bear interest at the Fixed Interest Rate (provided, however, such Letter of Credit; PROVIDED that no delivery of such date allows the Trustee reasonable time to comply with the notice provisions of Section 2.06 hereof). The expiration date of the Alternate Letter of Credit shall be effective unless the Company has given written notice to the Trustee (a copy of which shall be delivered to the Bank providing the current Letter of Credit) not earlier less than the later 45 days prior to such delivery of the expiration date Company's intention to provide for delivery of the Letter of Credit being replaced and the date which is fifteen (15) days after the end of the Interest Rate Period applicable or to be applicable to the Project Bonds, or if the Project Bonds bear or are to bear interest at the Fixed Interest Rate, the expiration date of the such Alternate Letter of Credit and the anticipated date of such delivery. Upon receipt of such notice, the Trustee shall be not earlier than fifteen (15) days after take all actions necessary to call the First Optional Redemption Date. Prior to Series 1997 Bonds for mandatory redemption as described under the replacement paragraph "MANDATORY REDEMPTION UPON DELIVERY OF AN ALTERNATE LETTER OF CREDIT" in Section 8 of a Letter the Series 1997 Bonds on the Interest Payment Date next preceding the proposed effective date of Credit with an such Alternate Letter of Credit; PROVIDED that the notice of such mandatory redemption shall state that it is subject to rescission, and the Trustee shall give rescind such notice to (unless the Holders and, if the Project Series 1997 Bonds are then rated by a Rating Service, subject to each Rating Service mandatory redemption as described under the paragraph "MANDATORY REDEMPTION UPON EXPIRATION OF LETTER OF CREDIT") if all of the requirements of this Section 5.01(b) are not met on or before the Interest Payment Date on which then has a rating on the Project Series 1997 Bonds of are subject to mandatory redemption as described under the paragraph "MANDATORY REDEMPTION UPON DELIVERY OF AN ALTERNATE LETTER OF CREDIT" (in which case such event and mandatory redemption shall have received not occur). Nothing in this Section 5.01(b) shall be construed to modify the following not less than forty-five (45) days prior provisions relating to the Replacement Date:redemption as described under the paragraph "MANDATORY REDEMPTION UPON EXPIRATION OF LETTER OF CREDIT" or Section 5.01(a).