ISSUES THIS IRREVOCABLE STANDBY
LETTER OF CREDIT NUMBER [CLXXXXX] IN FAVOR OF
(1)
The initial Letter of Credit shall have a stated Expiry Date of
September 19, 2015.
Replacement Letters of Credit shall have stated Expiry
Dates determined in accordance with Section 3.1 of the Letter of Credit
Reimbursement Agreement to which this Exhibit C is attached.
BENEFICIARY.
IN THIS LETTER OF CREDIT, REFERENCES TO "WE," "OUR," OR "US" SHALL
BE DEEMED TO BE REFERENCES TO THE BANK, AND REFERENCES TO "YOU" OR "YOUR" SHALL
BE DEEMED REFERENCES TO THE BENEFICIARY.
WE HEREBY IRREVOCABLY AUTHORIZE YOU TO DRAW (EACH A "DRAWING") ON US IN
ACCORDANCE WITH THE TERMS AND CONDITIONS HEREINAFTER SET FORTH UP TO THE
AGGREGATE AMOUNT OF USD 55,000 000 (UNITED STATES DOLLARS FIFTY FIVE MILLION AND
NO/100) (THE "INITIAL AVAILABLE AMOUNT" AND AS REDUCED FROM TIME TO TIME IN
CONNECTION WITH PARTIAL DRAWS HEREUNDER, THE "AVAILABLE AMOUNT"), EFFECTIVE
IMMEDIATELY AND EXPIRING ON THE EARLIER OF (I) THE DATE ON WHICH THE TOTAL OF
ALL PAYMENTS MADE BY ISSUER EQUALS THE INITIAL AVAILABLE AMOUNT OR
(II) [
,
](2) (SUCH EARLIER DATE, THE "EXPIRATION DATE").
THE
AVAILABLE AMOUNT MAY BE REDUCED FROM TIME TO TIME UPON ISSUER'S RECEIPT OF A
CERTIFICATE FROM YOU, IN THE FORM OF ANNEX A HERETO (THE "REDUCTION
CERTIFICATE") INDICATING, AS APPLICABLE, THAT A CONTINUING SUPPORT OBLIGATION
LISTED ON SCHEDULE 1 HERETO (EACH A "CONTINUING SUPPORT OBLIGATION") HAS
TERMINATED, EXPIRED, BEEN REDUCED OR BEEN RELEASED IN FULL.
UPON RECEIPT OF
SUCH, WE SHALL AMEND THIS LETTER OF CREDIT TO EVIDENCE THE NEW AVAILABLE AMOUNT
IN ACCORDANCE WITH SUCH REDUCTION CERTIFICATE.
THE REDUCTION CERTIFICATE, WHICH
FORMS AN INTEGRAL PART OF THIS LETTER OF CREDIT, SHALL HAVE ALL BLANKS
APPROPRIATELY FILLED IN AND SHALL BE PURPORTEDLY SIGNED BY ONE OF YOUR OFFICERS
(EACH AN "AUTHORIZED OFFICER"), AND SHALL BE DELIVERED TO US AT OUR ADDRESS
PROVIDED IN THE IMMEDIATELY SUCCEEDING PARAGRAPH OR AS OTHERWISE SPECIFIED IN A
WRITTEN NOTICE FROM US TO YOU AT YOUR ADDRESS PROVIDED HEREIN.
IF THIS LETTER
OF CREDIT IS NOT REPLACED AT LEAST 30 DAYS PRIOR TO THE STATED EXPIRATION DATE
LISTED IN CLAUSE (II) OF THE DEFINITION THEREOF, AND THE EXPIRATION DATE HAS NOT
OCCURRED PRIOR TO SUCH DATE, BENEFICIARY SHALL HAVE THE RIGHT TO DRAW THE FULL
AVAILABLE AMOUNT OF THIS LETTER OF CREDIT AT SUCH TIME.
SUBJECT TO THE FOREGOING AND THE FURTHER PROVISIONS OF THIS LETTER OF CREDIT A
DEMAND FOR PAYMENT MAY BE MADE BY YOU BY PRESENTATION TO US OF YOUR DRAWING
CERTIFICATE (EACH, A "DRAWING CERTIFICATE") IN THE FORM OF ANNEX B ATTACHED
HERETO WHICH CONTAINS IN ITEM 1 THEREOF YOUR DEMAND FOR PAYMENT (EACH, A "DEMAND
FOR PAYMENT").
EACH SUCH DRAWING CERTIFICATE (INCLUDING THE DEMAND FOR PAYMENT
CONTAINED THEREIN), WHICH FORM AN INTEGRAL PART OF THIS LETTER OF CREDIT, SHALL
HAVE ALL BLANKS APPROPRIATELY FILLED IN AND SHALL BE PURPORTEDLY SIGNED BY AN
AUTHORIZED OFFICER, AND SHALL EITHER BE DELIVERED BY COURIER TO US AT MACQUARIE
BANK LIMITED, HOUSTON REPRESENTATIVE OFFICE,