REFERRED TO HEREIN OR TO WHICH THIS
LETTER OF CREDIT RELATES, AND SUCH REFERENCE, IF ANY, SHALL NOT BE DEEMED TO
INCORPORATE HEREIN BY REFERENCE ANY DOCUMENT, INSTRUMENT OR AGREEMENT EXCEPT AS
SPECIFICALLY PROVIDED HEREIN.
THIS LETTER OF CREDIT IS TRANSFERABLE IN FULL AND NOT IN PART. ANY TRANSFER MADE
HEREUNDER MUST CONFORM STRICTLY TO THE TERMS HEREOF AND TO THE CONDITIONS OF
RULE 6 OF THE INTERNATIONAL STANDBY PRACTICES (ISP98) FIXED BY THE INTERNATIONAL
CHAMBER OF COMMERCE, PUBLICATION NO. 590. SHOULD YOU WISH TO EFFECT A TRANSFER
UNDER THIS CREDIT, SUCH TRANSFER WILL BE SUBJECT TO THE RETURN TO US OF THE
ORIGINAL CREDIT INSTRUMENT, ACCOMPANIED BY OUR FORM OF TRANSFER, PROPERLY
COMPLETED AND SIGNED BY AN AUTHORIZED SIGNATORY OF YOUR FIRM, BEARING YOUR
BANKERS STAMP AND SIGNATURE AUTHENTICATION AND PAYMENT OF OUR TRANSFER FEE. SUCH
TRANSFER FORM IS AVAILABLE UPON REQUEST.
EXCEPT AS OTHERWISE STATED, THIS LETTER OF CREDIT IS SUBJECT TO THE
INTERNATIONAL STANDBY PRACTICES (ISP98) AND ARTICLE 5 OF THE UNIFORM COMMERCIAL
CODE (UCC) OF THE STATE OF NEW YORK. IN THE EVENT OF ANY CONFLICT, THE UCC SHALL
PREVAIL.
IF YOU REQUIRE ANY ASSISTANCE OR HAVE ANY QUESTIONS REGARDING THIS TRANSACTION,
PLEASE CALL 1-800-541-6096 OPT 1.
_____________________________
BANK OF AMERICA, N.A.
AUTHORIZED SIGNATURE
ANNEX 1
TO:
BANK OF AMERICA, N.A.
1000 W. TEMPLE STREET
7TH FLOOR, CA9-705-07-05
LOS ANGELES, CA 90012-1514
ATTN: STANDBY LETTER OF CREDIT DEPT.
DRAWING REQUEST
DATE: _________________
LETTER OF CREDIT NUMBER: _______________
dRAWING AMOUNT USD: ___________________
LADIES AND GENTLEMEN:
WE REFER TO LETTER OF CREDIT NO. ____________(THE "LETTER OF CREDIT " ) ISSUED
BY YOU TO US AS BENEFICIARY. CAPITALIZED TERMS CONTAINED HEREIN AND NOT
OTHERWISE DEFINED HEREIN ARE USED HEREIN AS DEFINED IN THE LETTER OF CREDIT.
THE UNDERSIGNED HEREBY DEMANDS PAYMENT UNDER THE ABOVE REFERENCED LETTER OF
CREDIT IN THE AMOUNT OF ________________U.S. DOLLARS AND CERTIFIES TO YOU THAT
(i) THE PERIODIC FEE AND/OR OPERATION AND MAINTENANCE MONTHLY FEE HAS FAILED TO
BE PAID WHEN DUE PURSUANT TO THE PERIODIC FEE AGREEMENT, THAT SUCH FAILURE TO
PAY CONTINUES AND IS A BUYER EVENT OF DEFAULT UNDER THE PERIODIC FEE AGREEMENT,
OR (ii) A REPLACEMENT LETTER OF CREDIT HAS NOT BEEN DELIVERED TO THE UNDERSIGNED
IN ACCORDANCE WITH THE TERMS OF THE PERIODIC FEE AGREEMENT.
FUNDS ARE TO BE PAID TO THE ORDER OF THE BENEFICIARY, FOR CREDIT/DEPOSIT IN
ACCOUNT NUMBER __________________ , ACCOUNT NAME __________________WITH (NAME OF
BANK AND ABA NUMBER), QUOTING THIS LETTER OF CREDI T NUMBER AND THE DATE OF THE
DRAWING REQUEST.
IN WITNESS WHEREOF, THE UNDERSIGNED HAS EXECUTED THIS DRAWING REQUEST AS OF THE
DAY ABOVE WRI TTEN.
VERY TRULY YOURS,
(BENEFICIARY)
________________________________
AUTHORIZED SIGNATURE
________________________________
NAME AND TITLE
ANNEX 2
[NAME AND ADDRESS OF ISSUING BANK]
TRANSFER REQUEST
Dated: ______________________
Letter of Credit Number ___________________
Ladies and Gentlemen:
For value received, the undersigned beneficiary hereby irrevocably transfers to:
_____________________________________________________________________________
Name of Transferee
______________________________________________________________________________
Address of Transferee
______________________________________________________________________________
Address of Transferee
all rights of the undersigned beneficiary in the aggregate amount of
USD____________