Gentlemen Pursuant to Section 4.1 of the Agreement, the undersigned hereby requests that you issue (pick one): _____ an irrevocable standby Letter of Credit in the amount of $___________________ for the account of the undersigned and for the benefit of _________________________________ upon the terms and conditions set forth in the attached Application and Agreement for Irrevocable Standby Letter of Credit. _____ a commercial Letter of Credit in the amount of $___________________ for the account of the undersigned and for the benefit of _________________________________ upon the terms and conditions set forth in the attached Application and Agreement for Commercial Letter of Credit. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Agreement are true and correct in all material respects as if made on and as of the date hereof and no Default or Event of Default (as defined in the Agreement) has occurred and is continuing and that no such Default or Event of Default will result from the issuance of the Letter of Credit requested hereby. Very truly yours, DOANX XXXDUCTS COMPANY By: --------------------------------------- Title: ------------------------------------ - 112 - 119 EXHIBIT E FORM OF STANDBY LETTER OF CREDIT APPLICATION - 113 - 120 EXHIBIT F FORM OF COMMERCIAL LETTER OF CREDIT APPLICATION - 114 - 121 EXHIBIT G LETTER OF CREDIT PARTICIPATION CERTIFICATE This Letter of Credit Participation Certificate is issued pursuant to Section 4.2 of that certain Amended and Restated Revolving Credit and Term Loan Agreement dated February 28, 1996, by and among Doanx Xxxducts Company (formerly known as DPC Transition Corp), the banks listed on the signature pages thereof and Mercantile Bank of St. Louis National Association, as agent for the Banks, as the same may from time to time be amended, modified, extended or renewed (the "Credit Agreement"). All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Credit Agreement. Subject to the terms, provisions and conditions contained in the Credit Agreement, Mercantile hereby issues to ______________________________ a ______________________ Percent (________%) undivided participation interest in all Letters of Credit issued by Mercantile from time to time under the Credit Agreement (including, without limitation, an undivided participation interest in the reimbursement risk relating to such Letters of Credit and in all payments and Letter of Credit Loans made by Mercantile in connection with such Letters of Credit). This Certificate may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were on the same instrument. Executed this ______ day of ____________, 19_____.
Ladies and Gentlemen We have acted as counsel Morgan Stanley S&P 500 Xxxxxx Xxxx ("S&P Select"), and Morgan Stanley S&P 500 Xxxxx Fxxx ("X&P Index") in connection with the proposed transfer of substantially all of the assets of S&P Select to S&P Index and certain other transactions related thereto pursuant to and in accordance with the terms of the Reorganization Agreement (the "Reorganization"). You have requested that we provide an opinion regarding the treatment of the Reorganization under the Internal Revenue Code of 1986, as amended (the "Code"), and the accuracy of the tax disclosures in the proxy statement and prospectus (the "Proxy Statement/Prospectus") on Exhibit 12 to the Form N-14 Registration Statement. In connection with rendering these opinions, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Reorganization Agreement, (ii) the Registration Statement on Form N-14 for the Reorganization, and the Proxy Statement/Prospectus and other documents, exhibits, attachments and schedules contained therein, (iii) written representations of Morgan Stanley Investmexx Xxxixxxx Xxc ("the "Advisor") concerning certain facts underlying and relating to the Reorganization set forth in a letter dated February 26, 2002, and (iv) such other documents and materials as we have deemed necessary or appropriate for purposes of the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. We have not made an independent investigation of the facts set forth either in the Registration Statement, the Reorganization Agreement or such other documents that we have examined. We have consequently assumed in rendering these opinions that the information presented in such documents or otherwise furnished to us accurately and completely describes in all material respects all facts relevant to the Reorganization. We have also assumed for purposes of rendering our opinions (i) the accuracy of, and material compliance with, the representations of the Advisor set forth in the letter referred to above, (ii) the accuracy of, and material compliance with, the representations, warranties, covenants and agreements of S&P Select and S&P Index made in the Reorganization Agreement, and (iii) that there are no agreements or understandings other than those of which we have been informed that would affect our conclusions set forth below. The opinions set forth below are based on the Code, the legislative history with respect thereto, rules and regulations promulgated thereunder, and published rulings, court decisions and administrative authorities issued with respect to all of the foregoing, all as in effect and existing on the date hereof, and all of which are subject to change at any time, possibly on a retroactive basis. In addition, there can be no assurance that positions contrary to those stated in our opinions may not be asserted by the Internal Revenue Service. Any change occurring after the date hereof in, or a variation from, any of the foregoing factual or legal bases for our opinions could affect the conclusions set forth below. In addition, the opinions expressed herein are given as of the date hereof and we express no obligation to advise you of any changes in the law or events that may hereafter come to our attention that could affect our opinions set forth below. Based on the foregoing, we are of the opinions that, for federal income tax purposes:
and Gentlemen We are acting as special counsel with respect to New York tax matters for the unit investment trust or trusts included in the series identified as FT 3368 (each, a "Trust"), which will be established under a certain Standard Terms and Conditions of Trust dated December 9, 2003, and a related Trust Agreement dated as of today (collectively, the "Indenture") among First Trust Portfolios L.P., as Depositor (the "Depositor"), First Trust Advisors L.P., as Evaluator, First Trust Advisors L.P., as Portfolio Supervisor, FTP Services LLC, as FTPS Unit Servicing Agent, and The Bank of New York Mellon as Trustee (the "Trustee"). Pursuant to the terms of the Indenture, units of fractional undivided interest in the Trust (the "Units") will be issued in the aggregate number set forth in the Indenture. We have examined and are familiar with originals or certified copies, or copies otherwise identified to our satisfaction, of such documents as we have deemed necessary or appropriate for the purpose of this opinion. In giving this opinion, we have relied upon the two opinions, each dated today and addressed to the Trustee, of Chapman and Cutler XXX, xounsex xxx the Depositor, with respect to the factual assumptions and the matters of law set forth therein. We have assumed that the assets of the Trust will consist exclusively of debt securities, equity securities in entities classified as corporations for federal income tax purposes, or a combination thereof. Based upon the foregoing, we are of the opinion that the Trust will not constitute an association taxable as a corporation under the relevant tax laws of the State and City of New York, and accordingly will not be subject to the New York State franchise tax (New York State Consolidated Laws Chapter 60, Article 9-A) or the New York City general corporation tax (New York Administrative Code Title 11, Chapter 6, Subchapter 2). We consent to the filing of this opinion as an exhibit to the Registration Statement (No. 333-178965) filed with the Securities and Exchange Commission with respect to the registration of the sale of the Units and to the references to our name in such Registration Statement and the preliminary prospectus included therein. Very truly yours, CARTER LEDYARD & MXXXXXX XXX
DEAR means the DOE Acquisition Regulations, including all amendments and changes thereto in effect on the effective date of this Agreement.
Attn Corporate Trust Administration.
Drive means to operate or be in actual physical control of a
UK National means a person who is a British citizen (including persons from the Channel Islands and the Isle of Man), a British subject under Part IV of the British Nationality Act 1981 having the right of abode in the UK or a British Dependent Territories citizen acquiring his/her citizenship from connection with Gibraltar.
Parkway means the area between a sidewalk and the curb or traffic lane. It may be planted or unplanted, and with or without pedestrian egress.
Boulevard means the area between the street line and the nearest edge of a roadway and/or the area separating the roadways or a divided highway.
CA means Chartered Accountant
REF means the Article is based with variations in the cited regulation.
Suite means an elevated box or suite which is customarily an enclosed private or collective compartment inside the Stadium, with direct access to guests’ Seats, which are separated from other Seats in the Stadium.
Street tree means any tree growing in or upon any city managed street. In some cases, property lines lie several feet behind the sidewalk or edge of road pavement. Where a street is not fully improved with curbs or sidewalks but is paved, a tree may be considered a Street Tree if it is located within 15 feet of the edge of pavement, unless a survey by a licensed surveyor or property boundaries can clearly establish otherwise. For completely unimproved streets, the actual property line will be used to demarcate between Private Trees and Street Trees. A tree that straddles a private property line and the street is a Street Tree.
IL means Illinois
Account Name means the name of the individual who lives with the child(ren) and who applies for the Children’s Health Insurance Program coverage on behalf of the child(ren).
General Counsel means the General Counsel of the Corporation.
First Chicago means The First National Bank of Chicago in its individual capacity, and its successors.
AT&T means AT&T Corp., a New York corporation.
Print Name Signature: Date:
OH means Ohio
Authorized Signatory means such senior personnel of a Person as may be duly authorized and designated in writing by such Person to execute documents, agreements and instruments on behalf of such Person.
Crosswalk means that part of a roadway at an intersection included within the connections of the
Mizuho means Mizuho Bank, Ltd.
Contact Name P osition : : A ddress : : Zip Code & City : : E -mail address : : T elephone # : : Fax#: Country : :
First Nation means the ___________ First Nation, being a band named in the schedule to the Act;
First Name XXXXX XXXX" and "XXXXX," or "XXXXXXX" and "XXXX."