AMENDED AND RESTATED MASTER LEASE
[FORM OF]
CONTRACTION SUBLEASE
[TO BE ADDED]
BBD-1 Separate Lease Form
EXHIBIT J
TO AMENDED AND RESTATED MASTER LEASE
[FORM OF]
LETTER OF CREDIT
OUR CREDIT NO.
ISSUE DATE
EXPIRY DATE
LETTER OF
CREDIT AMOUNT
________________
_______________
DECEMBER 31, 20__
$3,000,000.00 USD
BENEFICIARY:
APPLICANT:
NAME:
BANK OF AMERICA, N.A.
NAME:
ADDRESS:
.
ADDRESS:
ATTN:
DEAR BENEFICIARY:
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR, AS
BENEFICIARY, IN THE LETTER OF CREDIT AMOUNT SET FORTH ABOVE (AS THE SAME MAY BE
REDUCED FROM TIME TO TIME AS PROVIDED BELOW) WHICH IS AVAILABLE BY PAYMENT
AGAINST THE FOLLOWING DOCUMENTS:
1.
THE BENEFICIARY'S DRAFT(S) DRAWN ON US AT SIGHT, DULY ENDORSED ON
THE REVERSE SIDE THEREOF, AND BEARING THE CLAUSE: "DRAWN UNDER [NAME OF ISSUING
BANK] STANDBY LETTER OF CREDIT NUMBER ___."
2.
A TYPEWRITTEN STATEMENT PURPORTEDLY SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF THE BENEFICIARY STATING THEREIN ONE OR THE OTHER OF THE
FOLLOWING STATEMENTS:
"AN LANDLORD DEFAULT HAS OCCURRED UNDER THE AMENDED AND RESTATED MASTER LEASE
AGREEMENT DATED __________, 2005, BETWEEN ____________________, AS LANDLORD (THE
"LANDLORD"), AND BANK OF AMERICA, N.A., AS TENANT (THE "TENANT"), BY REASON OF
WHICH EVENT OF DEFAULT THE TENANT IS ENTITLED TO IMMEDIATE PAYMENT IN CASH OF
THE AMOUNT OF USD (SUPPLY AMOUNT), WHICH IS THE AMOUNT OF THE SITE DRAFT THAT
ACCOMPANIES THIS WRITTEN STATEMENT, AND THE UNDERSIGNED IS THEREFORE ENTITLED TO
DEMAND, AND DOES HEREBY DEMAND, PAYMENT OF SUCH AMOUNT UNDER [NAME OF ISSUING
BANK] STANDBY LETTER OF CREDIT NUMBER ___."
- OR -
"THE UNDERSIGNED HAS BEEN NOTIFIED BY [NAME OF ISSUING BANK] THAT IT HAS ELECTED
NOT TO RENEW ITS LETTER OF CREDIT #__________ AND THE UNDERSIGNED IS THEREFORE
ENTITLED TO DEMAND AND DOES HEREBY DEMAND PAYMENT OF THE FULL STATED AMOUNT OF
SUCH LETTER OF CREDIT."
3.
THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENTS, IF ANY,
FOR OUR ENDORSEMENT.
(IF YOUR DEMAND REPRESENTS A PARTIAL DRAWING HEREUNDER, WE
WILL ENDORSE THE ORIGINAL CREDIT AND RETURN SAME TO YOU FOR POSSIBLE FUTURE
CLAIMS.
IF, HOWEVER, YOUR DEMAND REPRESENTS A FULL DRAWING OR IF SUCH DRAWING
IS PRESENTED ON THE DAY OF THE RELEVANT EXPIRATION DATE HEREOF, WE WILL HOLD THE
ORIGINAL FOR OUR FILES AND REMOVE SAME FROM CIRCULATION.)
THIS LETTER OF CREDIT SHALL EXPIRE JUNE 30, 2004.
IT IS A CONDITION OF THIS
LETTER OF CREDIT THAT IT SHALL BE AUTOMATICALLY RENEWED WITHOUT AMENDMENT FOR UP
TO _____ CONSECUTIVE ADDITIONAL PERIODS OF ONE YEAR EACH, THE FIRST SUCH
ADDITIONAL PERIOD TO COMMENCE ON JULY 1, 2004, AND TO EXPIRE JUNE 30, 2003, AND
THE FINAL SUCH ADDITIONAL PERIOD TO COMMENCE ON JULY 1, 20__, AND TO EXPIRE ON
JUNE 30, 20__, SUCH DATE OF JUNE 30, 20__, BEING THE FINAL EXPIRATION DATE OF
THIS LETTER OF CREDIT, UNLESS 30 DAYS PRIOR TO THE DATE OF COMMENCEMENT OF EACH
SUCH RENEWAL PERIOD WE NOTIFY YOU IN WRITING THAT WE ELECT NOT TO RENEW THIS
LETTER OF CREDIT.
WE ENGAGE