**[Standby Letter of Credit]{.smallcaps}**

\[[Bank Name]{.mark}\]

\[[Street]{.mark}\]

\[[City, State 00000]{.mark}\]

\[[Date]{.mark}\]

**[Irrevocable Standby Letter of Credit No.]{.smallcaps}
\[[0000000]{.mark}\]**

[Beneficiaries]{.smallcaps}: United States Department of Agriculture

Rural Utilities Service

1400 Independence Ave., SW

Washington, D.C. 20250-1500

\[Borrower's Name\]

\[Street\]

\[City, State 00000\]

[Account Party]{.smallcaps}: \[LOC Issuing Party's Name\]

\[[Street]{.mark}\]

\[[City, State 00000]{.mark}\]

Gentlemen:

We, \[[[Name of Bank]{.smallcaps}]{.mark},\] (the "[Bank]{.smallcaps}")
hereby open our irrevocable standby credit (this "Letter of Credit") on
behalf of \[[BORROWER'S NAME]{.mark}\] (hereinafter the "[Account
Party]{.smallcaps}") in favor of the [Rural Utilities
Service]{.smallcaps} ("[RUS]{.smallcaps}") and [[\[BORROWER'S
NAME\]]{.mark},]{.smallcaps} (hereinafter the "[Borrower")]{.smallcaps}
for the sum or sums not to exceed the aggregate amount of \[AMOUNT IN
WORDS\] Dollars (\$000,000) (hereinafter the "Maximum Amount,") to be
made available by either of your requests for payment at sight.

The [Bank]{.smallcaps} has been informed by the [Account
Party]{.smallcaps} that this Letter of Credit is issued to secure
obligations as set forth in that certain loan agreement, entered into
between the [Borrower]{.smallcaps} and RUS, dated as of
\[[date]{.mark}\] (as amended from time to time, hereinafter the "Loan
Agreement.") The [Bank]{.smallcaps} also acknowledges that pursuant to
said Loan Agreement, this Letter of Credit may not be secured,
guaranteed, or serviced by any asset of the [Borrower.]{.smallcaps}

This Letter of Credit shall be valid until \[[insert date five years
from today]{.mark}\], *provided however*; that this Letter of Credit may
be terminated at any time with the prior written consent of RUS. After
receiving RUS consent, the [Bank]{.smallcaps} shall provide written
notice of termination by certified mail to: (a) RUS at U.S.D.A., 1400
Independence Ave., S.W., Room 2854, Stop 1599, Washington, D.C.
20250-1599; (b) the [Borrower]{.smallcaps} at \[[Street, City, State,
Zip]{.mark}\] ; and (c) \[[LOC ISSUING PARTY'S NAME]{.mark}\] at
\[[Street, City, State, Zip]{.mark}\]. The notice required hereunder
will be deemed to have been given when received by all parties.

Funds under this Letter of Credit are available to RUS and/or the
[Borrower]{.smallcaps} in one or more drawings upon the presentation of
one or more executed drafts payable at sight, in the form as provided in
Exhibits 1 or 2 attached hereto, as well as the original of this Letter
of Credit (including all amendments thereto, if any). Such draft(s)
shall be presented to our office at \[[Street, City, State
Zip]{.mark}\], on any business day except those in which banking
institutions in our State are authorized or required by law to close.
Partial drawings and multiple drawings are permitted under this Letter
of Credit, as well as drafts presented by one or both beneficiaries.

The [Bank]{.smallcaps} hereby agrees to honor one or more drafts drawn
under, or demands for payment made under, and in conformity with this
Letter of Credit, up to the Maximum Amount, and accompanied by the
documents required by this Letter of Credit, and the
[Bank]{.smallcaps}'s honoring of such draft or demand shall not relieve
its obligation to so honor any further drafts or demands; *provided
however*, that our aggregate obligation to honor such drafts and demands
shall not exceed the Maximum Amount as reduced by prior draws hereunder.
This Letter of Credit is not subject to any condition or qualification,
and is the obligation of the [Bank]{.smallcaps} which is in no way
contingent upon reimbursement or likelihood of reimbursement.

This Letter of Credit sets forth in full the terms of our understanding
with you, and this undertaking shall not in any way be modified,
amended, amplified, or limited by reference to any document, instrument,
or agreement referred to herein, or in which this Letter of Credit is
referred to, or to which it relates, except only the drafts referred to
herein.

This letter of credit is issued subject to the Uniform Customs and
Practices for Documentary Credits, 1993 Revision, International Chamber
of Commerce Publication No. 500.

Very Truly Yours,

\[[[Name of Bank]{.smallcaps}]{.mark}\]

by:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name:

Title:

**EXHIBIT 1 (Draft presented by RUS)**

**DRAFT**

**ON IRREVOCABLE STANDBY LETTER OF CREDIT NO. \[[00000]{.mark}\]**

\[[Date]{.mark}\]

Pay to the order of [Rural Utilities Service]{.smallcaps}, the sum of
\[[amount in words]{.mark}\] and \[[00]{.mark}\]/100 dollars
(\$000,000.00), drawn on \[[[Bank's Name]{.smallcaps}]{.mark}\], the
issuer of the above-mentioned irrevocable standby Letter of Credit,
dated \[[insert date of issuance of Letter of Credit]{.mark}\].

[Rural Utilities Service]{.smallcaps}

By:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name:

Position:

**CERTIFICATE**

The undersigned hereby certifies that he/she is authorized to execute
this certificate on behalf of the [United States of
America]{.smallcaps}, acting through the [Rural Utilities
Service]{.smallcaps}, the [Beneficiary]{.smallcaps} under that certain
irrevocable standby Letter of Credit No. \[[00000]{.mark}\], issued by
\[[[Bank's Name]{.smallcaps}]{.mark}\]. The [Beneficiary]{.smallcaps},
as Lender, is entitled to draw the amount stated above pursuant to the
terms of the Loan Agreement (as defined in the Letter of Credit).

[Rural Utilities Service]{.smallcaps}

By:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name:

Position:

**EXHIBIT 2 (Draft presented by [Borrower)]{.smallcaps}**

**DRAFT**

**ON IRREVOCABLE STANDBY LETTER OF CREDIT NO. \[[00000]{.mark}\]**

\[[Date]{.mark}\]

Pay to the order of \[[BORROWER'S NAME]{.mark}\], the sum of \[[amount
in words]{.mark}\] and \[[00]{.mark}\]/100 dollars (\$000,000.00), drawn
on \[[[Bank's Name]{.smallcaps}]{.mark}\], the issuer of the
above-mentioned irrevocable standby Letter of Credit, dated \[[insert
date of issuance of Letter of Credit]{.mark}\].

\[[BORROWER'S NAME]{.mark}\]

By:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name:

Position:

**CERTIFICATE**

The undersigned hereby certifies that he/she is authorized to execute
this certificate on behalf of \[[BORROWER'S NAME]{.mark}\], a
[Beneficiary]{.smallcaps} under that certain irrevocable standby Letter
of Credit No. \[[00000]{.mark}\], issued by \[[[Bank's
Name]{.smallcaps}]{.mark}\]. The [Beneficiary]{.smallcaps}, as Borrower,
is entitled to draw the amount stated above pursuant to the terms of the
Loan Agreement (as defined in the Letter of Credit).

\[[BORROWER'S NAME]{.mark}\]

By:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name:

Position:

**EXHIBIT 3 (Incumbency Certificate of [Bank]{.smallcaps})**

**OFFICER INCUMBENCY CERTIFICATE**

I \[[Secretary's Name]{.mark}\], do hereby certify that I am the
Secretary of \[[[Name of Bank]{.smallcaps}]{.mark}\] of
\[[City]{.mark}\] in \[[County]{.mark}\] County, \[[State]{.mark}\],
Charter No. \[[00000]{.mark}\]; that \[[Name of Bank Official Signing
Letter of Credit]{.mark}\] is a(n) \[[position]{.mark}\] of \[[[Name of
Bank]{.smallcaps}]{.mark}\] and is authorized to execute on behalf of
the [bank]{.smallcaps}, such documents as the Irrevocable Standby Letter
of Credit No. \[[00000]{.mark}\] (hereinafter the "Letter of Credit,")
on behalf of \[[LOC ISSUING PARTY'S NAME\]]{.mark} for the benefit of
[\[BORROWER'S NAME]{.mark}\] and the [Rural Utilities
Service;]{.smallcaps} and that the following is the name, signature, and
office of said official, who validly held and occupied his/her position
on the date of actual execution of the Letter of Credit.

[Name]{.underline} [Signature]{.underline} [Position]{.underline}

IN WITNESS whereof, I have set my hand and affixed the seal of the
\[[[Name of Bank]{.smallcaps}]{.mark}\] of \[[City]{.mark}\] on
\[[date]{.mark}\].

(corporate seal)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Secretary