DATED CERTIFICATION PURPORTEDLY SIGNED BY AN AUTHORIZED OFFICER OR
REPRESENTATIVE OF THE BENEFICIARY, FOLLOWED BY HIS/HER PRINTED NAME AND
DESIGNATED TITLE, STATING EITHER OF THE FOLLOWING:
(A.)
"AN EVENT OF DEFAULT (AS DEFINED IN THE LEASE) HAS OCCURRED BY HEALTH
GRADES, INC. AS TENANT UNDER THAT CERTAIN LEASE AGREEMENT BY AND BETWEEN TENANT,
AND BENEFICIARY, AS LANDLORD. FURTHERMORE THIS IS TO CERTIFY THAT: (I) LANDLORD
HAS GIVEN WRITTEN NOTICE TO TENANT TO CURE THE DEFAULT AND SUCH DEFAULT HAS NOT
BEEN CURED UP TO THIS DATE OF DRAWING UNDER THIS LETTER OF CREDIT
PAGE 1
DRAFT LANGUAGE APPROVED FOR ISSUANCE BY: HEALTH GRADES, INC.
______________________________
__________________ CLIENT'S SIGNATURE(S)
DATE
TABLE OF CONTENTS
THIS DRAFT IS FOR DISCUSSION PURPOSES ONLY.
IT WILL BECOME AN INTEGRAL PART OF AND MUST BE ATTACHED TO
SILICON VALLEY BANK APPLICATION FOR STANDBY LETTER OF CREDIT WHEN APPROVED FOR
ISSUANCE BY
APPLICANT: HEALTH GRADES, INC.
IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF___
DATED: _________ ____, 2004
AND ALL APPLICABLE CURE PERIOD (IF ANY) HAS EXPIRED; AND (II) THE TERMS
AND CONDITIONS OF THE LEASE AUTHORIZE LANDLORD TO NOW DRAW DOWN ON THE LETTER OF
CREDIT."
OR
(B)
"AT LEAST THIRTY (30) DAYS PRIOR TO THE EXPIRATION DATE OF THIS LETTER
OF CREDIT BENEFICIARY RECEIVED NOTICE THAT THE EXISTING LETTER OF CREDIT WILL
NOT BE EXTENDED."
THE LEASE AGREEMENT MENTIONED ABOVE IS FOR IDENTIFICATION PURPOSES ONLY AND IS
NOT INTENDED THAT SAID LEASE AGREEMENT BE INCORPORATED HEREIN OR FORM PART OF
THIS LETTER OF CREDIT.
PARTIAL DRAWINGS ARE ALLOWED,
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.
THE AMOUNT OF THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY DECREASED WITHOUT
AMENDMENT(S) TO THE NEW AGGREGATE AMOUNT(S) ON THE EFFECTIVE DATES BELOW,
PROVIDED THAT THE AVAILABLE AMOUNT EXCEEDS THE AGGREGATE AMOUNT(S) LISTED BELOW
AND ISSUING BANK HAS NOT RECEIVED WRITTEN NOTICE FROM AN AUTHORIZED
REPRESENTATIVE OF THE BENEFICIARY BY OVERNIGHT COURIER AT LEAST TEN
(10) BUSINESS DAYS PRIOR TO ANY SCHEDULED REDUCTION DATE, ADVISING ISSUING BANK
THAT APPLICANT IS IN DEFAULT AND ANY SCHEDULED DECREASE IN THE AGGREGATE
AVAILABLE AMOUNT SHOULD NOT BE EFFECTED:
EFFECTIVE DATE(S)
NEW AGGREGATE AMOUNT(S)
FEBRUARY 15, 2007
US$335,000.00
FEBRUARY 15, 2008
US$170,000.00
FEBRUARY 15, 2009
US$45,000.00
THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY EXTENDED FOR AN ADDITIONAL PERIOD
OF ONE YEAR, WITHOUT AMENDMENT, FROM THE PRESENT OR EACH FUTURE EXPIRATION DATE
UNLESS AT LEAST THIRTY (30) DAYS PRIOR TO THE THEN CURRENT EXPIRATION DATE WE
NOTIFY YOU BY REGISTERED MAIL/OVERNIGHT COURIER SERVICE AT THE ABOVE ADDRESS
THAT THIS LETTER OF CREDIT WILL NOT BE EXTENDED BEYOND THE CURRENT EXPIRATION
DATE. BUT IN ANY EVENT THIS LETTER OF CREDIT WILL NOT BE EXTENDED BEYOND MAY 31,
2010, WHICH SHALL BE THE FINAL EXPIRATION DATE OF THIS LETTER OF CREDIT.
THE DATE THIS LETTER OF CREDIT EXPIRES IN ACCORDANCE WITH THE ABOVE PROVISION IS
THE "FINAL EXPIRATION DATE" UPON THE OCCURRENCE OF THE FINAL