only through ourselves and only upon presentation to us of a duly
executed instrument of transfer in the form attached hereto as Annex F.
Any
transfer of this Letter of Credit as aforesaid must be endorsed by us on the
reverse hereof and may not change the place of presentation of demands from our
Letter of Credit Operations Office in San Francisco, California.
All payments hereunder shall be made from our own funds.
This Letter of Credit sets forth in full our undertaking, and such undertaking
shall not in any way be modified, amended, amplified or limited by reference to
any document, instrument or agreement referred to herein (including, without
limitation, the Bonds and the Indenture), except the UCP to the extent the UCP
is not inconsistent with or made inapplicable by this Letter of Credit; and any
such reference shall not be deemed to incorporate herein by reference any
document, instrument or agreement except the UCP.
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:
Authorized
Signature
Letter of Credit Operations Office
Telephone No.:
1-800-798-2815
Facsimile No.:
(415) 296-8905
Annex A to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. NZS620840
WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA
94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER
[INSERT NAME OF BENEFICIARY], AS TRUSTEE AND TENDER AGENT (THE "TRUSTEE"),
HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH
REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO. NZS620840 (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY" AND THE "INDENTURE" USED HEREIN SHALL HAVE
THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1)
THE TRUSTEE IS BOTH THE TRUSTEE OR A SUCCESSOR TRUSTEE AND THE TENDER AGENT OR A
SUCCESSOR TENDER AGENT UNDER THE INDENTURE.
(2)
THE TRUSTEE IS MAKING A DEMAND FOR PAYMENT UNDER THE LETTER OF CREDIT WITH
RESPECT TO THE PAYMENT, ON AN INTEREST PAYMENT DATE (AS DEFINED IN THE
INDENTURE), OF UNPAID INTEREST WITH RESPECT TO THE BONDS.
(3)
THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS
AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4)
THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS $[INSERT AMOUNT].
(5)
THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE
BANK'S LETTER OF CREDIT OFFICE IN SAN FRANCISCO, CALIFORNIA REGARDING THE AMOUNT
OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED.
(6)
IF THIS DEMAND IS RECEIVED BY YOU AT OR BEFORE NOON, SAN FRANCISCO TIME ON A
BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN
FRANCISCO TIME, ON THE NEXT BUSINESS DAY.
IF THIS DEMAND IS RECEIVED BY YOU
AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS
DEMAND AT OR BEFORE 10:00