DEMAND TO ASCERTAIN THAT SUCH DOCUMENTS CONFORM TO
THE TERMS AND CONDITIONS HEREOF.
WE SHALL, WITHOUT DELAY (BUT IN ANY EVENT,
BEFORE THE END OF THE BUSINESS DAY NEXT FOLLOWING THE DATE OF OUR RECEIPT OF THE
DOCUMENTS), GIVE NOTICE TO YOU IF ANY DEMAND FOR PAYMENT HEREUNDER IS NOT IN
ACCORDANCE WITH THE TERMS AND CONDITIONS HEREOF, STATING THE REASONS THEREFOR
AND THAT THE RELEVANT DOCUMENT OR DOCUMENTS ARE BEING HELD AT YOUR DISPOSAL OR
ARE BEING RETURNED TO YOU, AS YOU MAY ELECT.
WHEREUPON YOU SHALL BE ENTITLED TO
SUBMIT, SUBJECT TO THE TERMS HEREOF, CORRECTED DOCUMENTS WHICH CONFORM TO THE
TERMS HEREOF.
PAYMENTS MADE IN RESPECT OF ANY DRAWING SHALL REDUCE BY THE
AMOUNT OF SUCH DRAWING THE AMOUNT INDICATED ABOVE.
ALL AMOUNTS TO BE PAID UNDER
THIS LETTER OF CREDIT SHALL BE MADE WITHOUT ANY SET-OFF OR COUNTERCLAIM.
WE HEREBY AGREE WITH YOU THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS LETTER OF CREDIT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT SITTING IN
NEW YORK CITY.
BY US SIGNING THIS LETTER OF CREDIT, AND BY YOU MAKING A
PRESENTATION HEREUNDER, EACH OF US IRREVOCABLY SUBMIT TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURTS FOR PURPOSES OF THIS LETTER OF CREDIT.
EACH OF US
IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION EITHER
OF US MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN ANY SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.
EACH OF US HEREBY AGREES TO RECEIVE AND ACCEPT
SERVICE OF PROCESS SENT BY REGISTERED OR CERTIFIED MAIL OR OVERNIGHT COURIER TO
THE ADDRESS TO WHICH NOTICES HEREUNDER ARE GIVEN.
WE HEREBY AGREE WITH YOU THAT WE SHALL HAVE NO DUTY OR RIGHT TO INQUIRE AS TO
THE BASIS UPON WHICH BENEFICIARY HAS DETERMINED TO PRESENT US ANY DRAFT UNDER
THIS LETTER OF CREDIT.
THIS LETTER OF CREDIT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNATIONAL STANDBY PRACTICES 1998, INTERNATIONAL CHAMBER OF COMMERCE
PUBLICATION NO. 590, AND, TO THE EXTENT NOT INCONSISTENT THEREWITH, THE LAWS OF
THE STATE OF NEW YORK AS IN EFFECT FROM TIME TO TIME.
Exhibit 2-4
THE NUMBER AND THE DATE OF OUR CREDIT AND THE NAME OF OUR BANK MUST
BE QUOTED
ON ALL DRAFTS REQUIRED.
PLEASE DIRECT ALL DRAWINGS AND CORRESPONDENCE IN CONNECTION WITH THIS LETTER OF
CREDIT TO [ISSUING BANK], ATTENTION [
], [ADDRESS].
Authorized Signature
Exhibit 2-5
ANNEX A
Transfer of Letter of Credit in its Entirety
Relinquishing all
Rights as Beneficiary
( This form is to be used when the Letter of Credit is to be Transferred in its
entirety and , no substitution of invoices is involved and, no rights are to be
retained by the undersigned Beneficiary. )
Citibank, N.A.
Date:
c/o Citicorp North America, Inc.
3800 Citibank Center,
Building B, 3rd Floor
Tampa, Florida 33610
Attn. Standby Unit
Re: L/C No.
Issued by:
Citibank, N.A. Ref:
Gentlemen:
Receipt is acknowledged of the original instrument which you forwarded to us