DOCUMENTS ARE PRESENTED VIA SWIFT, THEY DO NOT HAVE TO BE
PHYSICALLY SIGNED.
- 3 -
3) WE HEREBY AGREE WITH BENEFICIARY THAT DOCUMENTS DRAWN UNDER AND IN COMPLIANCE
WITH THE TERMS OF THIS LETTER OF CREDIT SHALL BE DULY HONORED UPON PRESENTATION
AS SPECIFIED.
4) WE SHALL HAVE A REASONABLE AMOUNT OF TIME, NOT TO EXCEED TWO (2) BUSINESS
DAYS FOLLOWING THE DATE OF OUR RECEIPT OF DRAWING DOCUMENTS, TO EXAMINE THE
DOCUMENTS AND DETERMINE WHETHER TO TAKE UP OR REFUSE THE DOCUMENTS AND TO INFORM
YOU ACCORDINGLY.
5) ALL COSTS RELATED TO DRAWINGS UNDER THIS LETTER OF CREDIT NUMBER
SHALL BE CHARGED TO THE ACCOUNT OF THE APPLICANT.
WE HEREBY ENGAGE WITH YOU THAT ALL DOCUMENTS PRESENTED IN COMPLIANCE WITH THE
TERMS OF THIS LETTER OF CREDIT WILL BE DULY HONORED IF DRAWN AND PRESENTED FOR
PAYMENT ON OR BEFORE THE EXPIRY DATE OF THIS LETTER OF CREDIT. THIS LETTER OF
CREDIT IS SUBJECT TO AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE
INTERNATIONAL STANDBY PRACTICES 1998 (ISP 98) AND IN THE EVENT OF ANY CONFLICT
THE LAWS OF NEW YORK WILL CONTROL.
THE SPECIAL INSTRUCTIONS ARE AN INTEGRAL PART OF LETTER OF CREDIT NUMBER:
IF YOU REQUIRE ANY ASSISTANCE OR HAVE ANY QUESTIONS REGARDING THIS TRANSACTION,
PLEASE CALL
.
AUTHORIZED SIGNATURE
AUTHORIZED SIGNATURE
- 4 -
EXHIBIT A
FORM OF DRAWING CERTIFICATE
IRREVOCABLE LETTER OF CREDIT NO.
THE UNDERSIGNED, A DULY AUTHORIZED OFFICER OF [NAME OF BENEFICIARY] (THE
"BENEFICIARY") HEREBY CERTIFIES TO UBS AG (THE "BANK"), WITH REFERENCE TO
IRREVOCABLE LETTER OF CREDIT NO.
(THE "LETTER OF CREDIT"; ANY
CAPITALIZED TERM USED HEREIN AND NOT DEFINED SHALL HAVE ITS RESPECTIVE MEANING
AS SET FORTH IN THE LETTER OF CREDIT) ISSUED BY THE BANK IN FAVOR OF THE
BENEFICIARY, THAT:
[PLEASE CHECK OFF WHICH PROVISION APPLIES AND FILL IN ALL APPROPRIATE BLANKS]
1. AN EVENT OF DEFAULT (AS DEFINED IN THE MASTER PURCHASE AND SALE
AGREEMENT DATED AS OF
BETWEEN BENEFICIARY OF LETTER OF
CREDIT NO.
("BENEFICIARY") AND APPLICANT (AS THE SAME MAY
BE AMENDED, THE "MASTER AGREEMENT")) HAS OCCURRED AND IS CONTINUING UNDER THE
MASTER AGREEMENT WITH RESPECT TO THE APPLICANT AND NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING UNDER THE MASTER AGREEMENT WITH RESPECT TO
BENEFICIARY. WHEREFORE, THE UNDERSIGNED DOES HEREBY DEMAND PAYMENT OF
[$
][THE ENTIRE UNDRAWN AMOUNT OF THE LETTER OF CREDIT]. PAYMENT
SHOULD BE REMITTED TO
. OR
2. THE UNDERSIGNED, HEREBY CERTIFIES THAT NOT LESS THAN
$
(THE "DRAW AMOUNT") IS OWING TO THE BENEFICIARY BY APPLICANT UNDER
THE TERMS OF ONE OR MORE SWAP AGREEMENTS, FORWARD CONTRACTS AND/OR ELECTRICITY
AND/OR GAS PURCHASE AGREEMENTS. THE DRAW AMOUNT IS NOW PAST DUE AND ALL
APPLICABLE GRACE PERIODS FOR ITS PAYMENT HAVE EXPIRED. WHEREFORE, DEMAND IS
HEREBY MADE UNDER YOUR LETTER OF CREDIT NO.
FOR PAYMENT OF THE DRAW
AMOUNT. PAYMENT SHOULD BE REMITTED TO
;" OR,
3. THE EXPIRATION DATE OF
LETTER OF CREDIT NO.
IS LESS THAN THIRTY (30) DAYS FROM THE DATE