TRANSFEREE SHALL HAVE THE SOLE RIGHTS
AS BENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS,
WHETHER INCREASES OR EXTENSIONS OR OTHER AMENDMENTS, AND WHETHER NOW EXISTING OR
HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED DIRECTLY TO THE TRANSFEREE
WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY.
THE ORIGINAL OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASK YOU TO
ENDORSE THE TRANSFER ON THE REVERSE THEREOF, AND FORWARD IT DIRECTLY TO THE
TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER.
SINCERELY,
[INSERT NAME OF TRANSFEROR BENEFICIARY]
____________________
(AUTHORIZED SIGNATURE)
SIGNATURE AUTHENTICATION: 1
THE ABOVE SIGNATURE WITH TITLE
CONFORMS WITH THAT ON FILE WITH US.
____________________
(NAME OF BANK OF TRANSFEROR BENEFICIARY)
____________________
(AUTHORIZED SIGNATURE)
1 SIGNATURE CAN BE AUTHENTICATED EITHER BY BENEFICIARY'S BANK OR NOTARIZED BY A
NOTARY PUBLIC.
EXHIBIT F
GUARANTY LETTER OF CREDIT
SILICON VALLEY BANK
International Division
IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF002029
DATE: February 04, 2003
BENEFICIARY:
CROSSROADS ASSOCIATES AND CLOCKTOWER ASSOCIATES
1875 SOUTH GRANT STREET, SUITE 100
SAN MATEO, CALIFORNIA 94402
APPLICANT:
SIEBEL SYSTEMS, INC.
1825 SOUTH GRANT STREET
SAN MATEO, CALIFORNIA 94402
AMOUNT: US$2,432,241.63 (TWO MILLION FOUR HUNDRED THIRTY-TWO THOUSAND TWO
HUNDRED FORTY-ONE AND 63/100 U.S. DOLLARS)
EXPIRATION DATE: JANUARY 31, 2010
LOCATION: SANTA CLARA, CALIFORNIA
LADIES AND GENTLEMEN:
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF002029 IN
YOUR FAVOR. THIS LETTER OF CREDIT IS AVAILABLE BY SIGHT PAYMENT WITH OURSELVES
ONLY AGAINST PRESENTATION AT THIS OFFICE OF THE FOLLOWING DOCUMENTS:
1. THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENT(S), IF ANY.
2. YOUR SIGHT DRAFT DRAWN ON US IN THE FORM ATTACHED HERETO AS EXHIBIT "A".
3. A DATED CERTIFICATION PURPORTEDLY SIGNED BY AN AUTHORIZED OFFICER OR
REPRESENTATIVE OF THE BENEFICIARY, FOLLOWED BY ITS PRINTED NAME AND DESIGNATED
TITLE, STATING THE FOLLOWING:
"THE UNDERSIGNED BEING A DULY AUTHORIZED OFFICER OR REPRESENTATIVE OF THE
BENEFICIARY HEREBY CERTIFY THAT SUCH MONEYS ARE DUE AND OWING TO BENEFICIARY
UNDER THE GUARANTY OF PAYMENT OF ADDITIONAL RENT BY THE APPLICANT, AS MAKER, IN
FAVOR OF THE BENEFICIARY."
PARTIAL DRAWS ARE ALLOWED AND EACH SUCH DRAWING THAT IS PAID BY US SHALL REDUCE
THE AMOUNT AVAILABLE UNDER THIS LETTER OF CREDIT.
THIS LETTER OF CREDIT MUST ACCOMPANY ANY DRAWINGS HEREUNDER FOR ENDORSEMENT OF
THE DRAWING AMOUNT AND WILL BE RETURNED TO THE BENEFICIARY UNLESS IT IS FULLY
UTILIZED.
THIS LETTER OF CREDIT MAY ONLY BE TRANSFERRED IN ITS ENTIRETY BY US, AT THE
REQUEST OF THE BENEFICIARY, ONLY UP TO THE THEN AVAILABLE AMOUNT IN FAVOR OF ANY
NOMINATED TRANSFEREE THAT IS THE SUCCESSOR IN INTEREST TO BENEFICIARY
("TRANSFEREE"), ASSUMING SUCH TRANSFER TO SUCH TRANSFEREE WOULD BE IN COMPLIANCE
WITH THEN APPLICABLE LAW AND REGULATION, INCLUDING BUT NOT LIMITED TO THE
REGULATIONS OF THE U.S. DEPARTMENT OF TREASURY AND U.S. DEPARTMENT OF COMMERCE.
AT THE TIME OF TRANSFER, THE ORIGINAL LETTER OF CREDIT AND ORIGINAL
AMENDMENT(S), IF ANY, MUST BE SURRENDERED TO US AT OUR ADDRESS INDICATED IN THIS
LETTER OF CREDIT