EXHIBIT 4.6
Date: December 2, 1992
IRREVOCABLE TRANSFEROR LETTER OF CREDIT
NO. LG/MIS/NY-430647
The Fuji Bank and Trust Company
Two World Trade Center
81st Floor
New York, New York 10048
Attention: Trust Administration Department
Gentlemen:
At the request and for the account of our customer,
Bridgestone/Firestone, an Ohio corporation (the "Corporation"), we (the
"Bank") hereby establish in your favor this Irrevocable Letter of Credit No.
LG/MIS/NY-430647 wherein you, as trustee (the "Trustee") under the Pooling
and Servicing Agreement, as supplemented by the Series 1992-A and Series
1992-B Supplements, each dated as of November 1, 1992 (collectively, the
"Pooling and Servicing Agreement") among the Corporation, as servicer,
Firestone Retail Credit Corporation, as transferor and you, pursuant to which
the Bridgestone/Firestone Master Trust, Series 1992-A and Series 1992-B
Certificates (the "Certificates") have been issued, are hereby irrevocably
authorized, to draw (i) as required under Section 4.01B(a) of the Pooling and
Servicing Agreement or (ii) Section 4.01B(d) of the Pooling and Servicing
Agreement (a "Special Drawing"), upon the terms and conditions hereinafter
set forth, in an aggregate amount not exceeding $15,000,000 (hereinafter, as
reduced from time to time in accordance with the provisions hereof, the
"Stated Amount").
Funds under this Letter of Credit are available to you only against your
written certificate signed by a person purporting to be your authorized
officer, appropriately completed, in the form of Annex 1 or Annex 2 hereto
for payment of certain amounts due from, but unpaid by, the Corporation under
the Pooling and Servicing Agreement.
We hereby agree that each demand made under and in compliance with the
terms of this Letter of Credit will be duly honored by us upon due delivery
of the certificate(s), as specified above, appropriately completed (together
with the enclosures, if any, required thereby), if presented as specified
on or before the expiration date hereof. If a presentation in respect of
payment is made by you hereunder at or prior to 12:00 P.M., New York City
time, on a Business Day, and provided that the documents so presented conform
to the terms and conditions hereof, payment shall be made to you of the
amount specified, in immediately available funds, not later than 3:00 P.M.,
New York City time, on the same Business Day. If a presentation in respect
of payment is made by you hereunder after 3:00 P.M., New York City time, on
a Business Day, such presentation shall be deemed to have been made prior to
3:00 P.M., New York City time, on the next succeeding Business Day. You
agree to use your best efforts to provide us telephonic notice at the time
any presentation in respect of payment is made hereunder; provided, however,
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that failure to provide such telephonic notice shall not affect our
obligation to make payment in respect of any such presentation in respect of
payment. If requested by you, payment under this Letter of Credit will be
wire transferred to an account in New York, New York specified in the related
certificate. As used herein, "Business Day" shall mean any day other than
a Saturday, a Sunday, or a day on which banking institutions in New York, New
York shall be authorized or obligated by law, executive order or governmental
decree to be closed.
If a drawing made by you hereunder does not, in any instance, conform
to the terms and conditions of this Letter of Credit, we shall give you
prompt notice that the purported drawing was not effected in accordance with
the terms and conditions of this Letter of Credit, stating the reasons
therefor and that we are holding any documents presented in connection
therewith at your disposal or are returning the same to you, as we may elect.
Except as otherwise specified in Annex 2, each drawing under this Letter
of Credit shall be verified to Account No. 30492-01/0.1 maintained by the
Trustee (the "Collection Account").
Only you, as Trustee, may make a drawing under this Letter of Credit.
Upon the payment of the amount specified in the related certificate(s)
presented hereunder, we shall be fully discharged of our obligation under
this Letter of Credit with respect to such certificate(s) and we shall not
thereafter be obligated to make any further payments under this Letter of
Credit in respect of such certificate(s) to you or any other person. By
paying to you an amount demanded in accordance herewith, we make no
representation as to the correctness of the amount demanded.
This Letter of Credit shall expire at our close of business in New York,
New York on the first to occur of the following dates (the "Termination
Date"): (x) November 30, 1993 or, if said date shall not be a Business Day,
on the Business Day next succeeding said date, or (y) the date the Corporation
ceases to be the Servicer under the Pooling and Servicing Agreement, as
provided in a written notice to us from the Trustee, or (z) the date of
receipt by us of your written certificate signed by a person purporting to
be your authorized officer, appropriately completed, in the form of Annex 3
hereto. This Letter of Credit shall be promptly surrendered to us upon
expiration.
Drawings in respect of payments hereunder honored by us shall not, in
the aggregate, exceed the Stated Amount in effect immediately prior to such
drawing. Each drawing honored by us hereunder shall pro tanto reduce the
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Stated Amount in effect immediately prior to such drawing.
This Letter of Credit is subject to, and shall be governed by, the
Uniform Customs and Practice for Documentary Credits (1983 Revision),
International Chamber of Commerce, Publication No. 400 (the "Uniform
Customs"). This Letter of Credit shall be deemed to be made under the laws
of the State of New York, including Article 5 of the Uniform Commercial Code
of such State, and shall, as to matters not governed by the Uniform Customs,
be governed by and construed in accordance with the laws of the State of New
York.
Notwithstanding anything in Article 54(e) of the Uniform Customs to the
contrary, this Letter of Credit is transferable in its entirety (but not in
part) only to a successor Trustee under the Pooling and Servicing Agreement
upon presentation to us of this Letter of Credit accompanied by the transfer
form attached hereto as Annex 4, to the transferee specified therein.
All documents presented to us in connection with any demand for payment
hereunder, as well as all notices and other communications to us in respect
of this Letter of Credit, shall be in writing and addressed and presented to
us at our office at One World Trade Center, New York, New York 10048
Attention: Loan Administration and shall make specific reference to this
Letter of Credit by number. Such documents, notices and other communication
shall be personally delivered to us, or may be sent to us by tested telex or
over a telecopier (promptly confirmed by delivery of the written document,
notice or other communication, as the case may be, provided that such
confirmation shall not be a condition to the effectiveness of such demand for
payment, notice or other communication) to the following numbers, as
applicable:
Telex No.: 420575 (Answerback: SMTBK)
Telecopier No.: (212) 524-0612
This Letter of Credit sets forth in full our undertaking, and such
undertaking shall not in any way be modified, amended, amplified or
limited by reference to any document, instrument or agreement
referred to herein (including, without limitation, the Certificates), except
only Annex 1 through 4 hereto; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except
as set forth above.
Very truly yours,
The Sumitomo Bank, Limited
By: _________________________
Name:
Title:
ANNEX 1 TO
LETTER OF CREDIT NO. LG/MIS/NY-430647
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CERTIFICATE FOR "ANNEX 1 DRAWING"
---------------------------------
The undersigned, as Trustee (the "Trustee"), acting through the
undersigned duly authorized officer of the Trustee, hereby certifies to The
Sumitomo Bank, Limited (the "Bank"), with reference to the Bank's Irrevocable
Letter of Credit No. LG/MIS/NY-430647 (the "Letter of Credit"; any
capitalized term used herein and not defined shall have its respective
meaning as set forth in the Letter of Credit) issued in favor of the Trustee,
that:
(1) The Trustee is the Trustee under the Pooling and Servicing
Agreement.
(2) The Corporation, a servicer (the "Servicer") under the Pooling
and Servicing Agreement, has notified us, as Trustee under the Pooling
and Servicing Agreement, pursuant to a Monthly Servicer's Certificate
(as defined in the Pooling and Servicing Agreement) (a copy of which
is attached hereto) furnished pursuant to Section 3.04(b) of the Pooling
and Servicing Agreement, that the following amount was required to be
remitted by the Corporation to the Collection Account pursuant to
Section 3.09(a) of the Pooling and Servicing Agreement with respect
to the Distribution Date (as defined in the Pooling and Servicing
Agreement) occurring on (insert applicable Distribution Date):
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$(insert amount required to be remitted pursuant to Section 3.09(a)).
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(3) The Corporation has failed to deposit the following portion
of amounts owed by it with respect to such Distribution Date as set forth
in paragraph (2) above: $(insert amount of deficiency).
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(4) The Trustee is making a drawing under the Letter of Credit in
the amount of $_________ which amount equals the lesser of (a) the amount
set forth in paragraph (3) and (b) the amount identified by the Servicer
in the Monthly Servicer's Certificate referred to in paragraph (2) above
as being available on the date hereof (and after giving effect to any
contemporaneous demand for payment under the Letter of Credit being made
by the Trustee) to be drawn under the Letter of Credit.
(5) The Trustee has not received notice from the Corporation or
any other person or entity contesting the accuracy of such Monthly
Servicer's Certificate.
(6) The account to which payment under the Letter of Credit is to
be wire transferred is Account No. 30492-01/0.1, maintained at The
Fuji Bank and Trust Company.
IN WITNESS WHEREOF, the Trustee has executed and delivered this
certificate as of the _____ day of _____________.
THE FUJI BANK, AND TRUST COMPANY,
as Trustee
By ______________________________
Name:
Title:
ANNEX 2 TO
LETTER OF CREDIT NO. LG/MIS/NY-430647
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CERTIFICATE FOR "SPECIAL DRAWING"
---------------------------------
___________, 19__
The Sumitomo Bank, Limited
One World Trade Center
New York, New York 10048
Attention:
Re: Irrevocable Letter of Credit No. LG/MIS/NY-430647
Gentlemen:
The undersigned, a duly authorized officer of The Fuji Bank and Trust
Company (the "Trustee"), hereby certifies to The Sumitomo Bank, Limited with
reference to irrevocable Letter of Credit No. LG/MIS/NY-430647 (the "Letter
of Credit") (any capitalized term used herein and not defined shall have the
meaning set forth in the Letter of Credit) issued by The Sumitomo Bank,
Limited (the "Bank"), in favor of the Trustee, that:
(1) The Trustee is the Trustee under the Pooling and Servicing
Agreement.
(2) The Trustee has been instructed by the Servicer to make a Special
Drawing.
(3) A Responsible Officer of the Trustee has obtained knowledge that the
short-term debt rating of the Bank has been reduced, suspended or withdrawn.
(4) The Trustee hereby demands payment under the Letter of Credit in the
amount of $_____, which amount equals the Available Letter of Credit Amount
on the Business Day preceding the date hereof, as specified in the Monthly
Servicer's Certificate delivered by the Servicer pursuant to Section 3.04(b)
of the Pooling and Servicing Agreement (and after giving effect to any
contemporaneous demand for payment under the Letter of Credit being made with
respect to such date).
(5) All amounts received by the Trustee from the Bank in respect of this
certificate shall be applied in accordance with Section 4.01A(e) of the
Pooling and Servicing Agreement.
(6) The Trustee directs that such amounts be deposited in Account No.
30492-01/0.1 at The Fuji Bank and Trust Company.
IN WITNESS WHEREOF, the Trustee has executed and delivered this
certificate as of this _____ day of ________, 19__.
THE FUJI BANK AND TRUST COMPANY,
as Trustee
By: ___________________________
Authorized Signatory
ANNEX 3 TO
LETTER OF CREDIT NO. LG/MIS/NY-430647
-------------------------------------
CERTIFICATE FOR THE TERMINATION
OF LETTER OF CREDIT NO. LG/MIS/NY-430647
The Sumitomo Bank, Limited
One World Trade Center
New York, New York 10048
Attention: Loan Administration
The undersigned, a duly authorized officer of The Fuji Bank and Trust
Company (the "Trustee"), hereby certifies to The Sumitomo Bank, Limited, with
reference to Irrevocable Letter of Credit No. LG/MIS/NY-430647 (the "Letter
of Credit"; any capitalized terms used herein and not defined shall have the
meaning set forth in the Letter of Credit) issued by The Sumitomo Bank,
Limited in favor of the Trustee, that the Letter of Credit shall terminate
on _________________. Accordingly, we herewith return to you for
cancellation the Letter of Credit, which is terminated, as of the date
hereof, pursuant to its terms.
Date: ____________ THE FUJI BANK AND
TRUST COMPANY, as Trustee
By ________________________
Authorized Officer
ANNEX 4 TO
LETTER OF CREDIT NO. LG/MIS/NY-430647
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___________, 19__
The Sumitomo Bank, Limited
One World Trade Center
New York, New York 10048
Attention: Loan Administration
Re: Irrevocable Letter of Credit No. LG/MIS/NY-430647
of The Sumitomo Bank, Limited
Gentlemen:
For value received, the undersigned beneficiary hereby irrevocably
transfers to:
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(Name of Transferee)
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(Address)
all rights of the undersigned beneficiary to draw under the above-captioned
Letter of Credit (the "Letter of Credit"). The transferee has succeeded the
undersigned as Trustee under the Pooling and Servicing Agreement (as defined
in the Letter of Credit).
By this transfer, all rights of the undersigned beneficiary in the
Letter of Credit are transferred to the transferee and the transferee shall
hereafter have the sole rights as beneficiary thereof; provided, however,
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that no rights shall be deemed to have been transferred to the transferee
until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers.
The Letter of Credit is returned herewith and in accordance therewith
we ask that this transfer be effective and that you cause the transfer of the
Letter of Credit to our transferee or that, if so requested by the
transferee, you cause the issuance of a new irrevocable Letter of Credit in
favor of the transferee with provisions consistent with the Letter of Credit.
Very truly yours,
_____________________________
as predecessor Trustee
By ____________________________
(Name and Title)
AMENDMENT TO LETTER OF CREDIT
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This AMENDMENT TO LETTER OF CREDIT is made as of June 5, 1995, to
Irrevocable Transferor Letter of Credit No. LG/MIS/NY-430647, dated as of
December 2, 1992 (the "Letter of Credit") and issued by the Sumitomo Bank,
Limited, New York Branch to The Fuji Bank and Trust Company, as trustee, for
the account of Bridgestone/Firestone, Inc. in the stated amount of
$15,000,000.
The first paragraph of the Letter of Credit is hereby amended by
amending and restating such paragraph in its entirety as follows:
At the request and for the account of our customer,
Bridgestone/Firestone, an Ohio corporation (the "Corporation"), we (the
"Bank") hereby establish in your favor this Irrevocable Letter of Credit
No. LG/MIS/NY-430647 wherein you, as trustee (the "Trustee") under the
Pooling and Servicing Agreement dated November 1, 1992, as supplemented
by (i) the Series 1992-A Supplement, dated as of November 1, 1992 and
amended as of June 5, 1995, (ii) the Series 1992-B Supplement, dated as
of November 1, 1992 and amended and restated as of January 4, 1993,
and (iii) the Series 1995-A Supplement dated as of June 5, 1995
(collectively, the "Pooling and Servicing Agreement"), among the
Corporation, as servicer, Firestone Retail Credit Corporation,
as transferor and you, pursuant to which the Bridgestone/Firestone
Master Trust, Series 1992-A, Series 1992-B and Series 1995-A
Certificates (collectively, the "Certificates") have been issued, are
hereby irrevocably authorized, to draw (i) as required under Section
4.01B(a) of the Pooling and Servicing Agreement or (ii) Section
4.01B(d) of the Pooling and Servicing Agreement (a "Special Drawing"),
upon the terms and conditions hereinafter set forth, in an aggregate
amount not exceeding $15,000,000 (hereinafter, as reduced from time
to time in accordance with the provisions hereof, the "Stated Amount").
Except as expressly amended hereby, the Letter of Credit shall
remain in full force and effect.
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By:___________________________
Name:
Title: