|
APPENDIX G
To Southwest Georgia Farm Credit, ACA
Irrevocable Letter of Credit
No.
Form of Sight Draft
|
|
|
TO: Southwest Georgia Farm Credit, ACA
411 West Broughton
Street
Bainbridge, Georgia
39818
Attention:
|
|
|
|
|
|
|
|
At site
|
|
|
|
|
|
PAY TO:
|
|
Wells Fargo Bank, N.A., as Trustee
(BENEFICIARY’S NAME)
|
|
|
U.S. DOLLARS ($
) FOR VALUE RECEIVED AND CHARGE TO ACCOUNT OF IRREVOCABLE LETTER OF
CREDIT NO.
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo Bank, N.A.,
Corporate Trust Agents
11 th Floor
MAC P6101-114
Portland, Oregon 97201
|
|
|
|
|
|
Attention:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ABA No:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Account No:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
,
|
|
|
|
|
|
|
|
|
|
As Trustee
|
|
|
Exhibit 10.21
IRREVOCABLE CONFIRMATION NO. SE446849W
$29,000,000
Mitchell County Development Authority
Variable Rate Demand Solid Waste Disposal
Revenue Bonds, Series 2006
(First United Ethanol, LLC Project)
|
|
|
|
|
|
|
Date of Issue:
|
|
November 30, 2006
|
|
Stated Expiration Date:
|
|
November 30, 2007
|
|
|
|
|
|
|
|
|
|
To:
|
|
Wells Fargo Bank, National
Association
|
|
|
|
|
|
Corporate Trust Department
|
|
|
|
|
|
1300 SW Fifth Avenue, 11
th Floor
|
|
|
|
|
|
MAC P6101-114
|
|
|
|
|
|
Portland, OR 97201
|
Ladies and Gentlemen:
We hereby confirm at the request
of and for the account of Southwest Georgia Farm Credit, ACA, a
federally chartered instrumentality organized and existing under
the laws of the United States of America (the "LOC Bank"), the
Letter of Credit No. 050-011-574509-02 issued by the LOC Bank
on November 30, 2006 as extended from time to time (as
amended, modified or supplemented from time to time, the "Letter of
Credit"). We hereby irrevocably authorize Wells Fargo Bank,
National Association, as Trustee (the "Trustee") under the terms
and conditions more fully set forth in Trust Indenture, dated as of
October 1, 2006 (as amended, modified or supplemented from
time to time, the "Indenture"), by and between the Mitchell County
Development Authority (the "Issuer") and the Trustee, pursuant to
which $29,000,000 in aggregate principal amount of the
Issuer’s Variable Rate Demand Solid Waste Disposal Revenue
Bonds, Series 2006 (First United Ethanol, LLC Project) (the
"Bonds") were issued by the Issuer, $29,000,000 principal amount of
which are currently outstanding, to draw on us at sight up to a
maximum aggregate amount of Twenty Nine Million Eight Hundred
Sixty-Six Thousand Twenty-Seven Dollars and Forty Cents
($29,866,027.40) (the "Stated Amount"), upon the terms and
conditions hereinafter set forth, in the event that the
Trustee’s drawing presented to the LOC Bank is dishonored
("dishonored draw") for the reasons indicated below. Of the Stated
Amount:
|
|
(1)
|
|
an amount not exceeding fifty three million five
hundred thousand dollars ($29,000,000) may be drawn upon for
payment of the unpaid principal amount of the Bonds (the "Principal
Portion"); and
|
|
|
|
|
|
|
|
(2)
|
|
an amount not exceeding Eight Hundred Sixty-Six
Thousand Twenty-Seven Dollars and Forty Cents ($866,027.40) may be
drawn upon for the payment of up to one hundred and nine days
(109) days’ accrued interest on the Bonds at the maximum
interest rate of ten percent (10%) calculated on the basis of the
actual number of days elapsed over a year of 365 or 366 days,
as applicable (the "Interest Portion"),
|
all effective immediately and expiring on the
Stated Expiration Date set forth above. This Confirmation is
irrevocable.
In the event a properly made
request for a draw under the Letter of Credit is dishonored by the
LOC Bank (other than a dishonored draw due to discrepant documents
presented), or prior to a properly made draw request to the LOC
Bank you have knowledge that the LOC Bank or any governmental
authority having jurisdiction over the LOC Bank has repudiated the
Letter of Credit (any such event described above, a "Dishonored
Draw"), you shall be entitled to make a draw hereunder as provided
below.
Funds under this Confirmation are
available to the Trustee against its sight draft presented to
Wachovia Bank, National Association, in the form attached hereto as
Exhibit A , accompanied by a Certificate in the form
attached hereto as Exhibit B, each signed by a duly
authorized officer or signer of the Trustee and accompanied by a
copy of any draft and certificate submitted (or, if the Letter of
Credit has been repudiated, which would have been submitted) to the
LOC Bank for payment and refused. Presentation of such draft and
certificate shall be made at our offices located at: Wachovia Bank,
National Association, 401 Linden Street 1st Floor Winston-Salem,
North Carolina 27101 Attention: Standby Letter of Credit
Department. Any draws made by facsimile will be made to
(336) 735-0950/ 0952 and will be promptly followed by an
original, executed draft and certificate to our offices (such draft
and certificate shall provide the date when its facsimile copy was
sent to us). We will honor drawings hereunder with our own
funds.
Drafts drawn under and in
compliance with the terms of this Confirmation must be presented to
us before the close of business on the Stated Expiration Date;
provided, however, that this Confirmation shall be automatically
renewed without amendment for successive one (1) year periods
from the Stated Expiration Date and each successive expiration date
thereafter (each an "Expiration Date") to a final Expiration Date
of November 30, 2013, unless at least sixty (60) days
prior to the applicable Expiration Date we shall notify the Trustee
by certified mail, return receipt requested or courier mail, that
we are not renewing this Confirmation for any additional period.
Notwithstanding the foregoing, this Confirmation shall be renewed
only (a) upon the renewal of the Letter of Credit and
(b) to an Expiration Date which is not later than the
scheduled expiration date of the renewed Letter of Credit.
Multiple draws are not permitted
under this Confirmation.
As used herein, "Business Day"
means any day other than (1) a Saturday or Sunday, (2) a
day on which commercial banks in (a) New York, New York, or
(b) the city or cities in which the (i) corporate trust office
of the Trustee responsible for administration of the Indenture, or
(ii) the office of the LOC Bank or our office at which demands
for payment under the Letter of Credit or this Confirmation,
respectively, are to b
|