NO.______
THE UNDERSIGNED, A DULY AUTHORIZED OFFICER OF THE BENEFICIARY OF THE
ABOVE-REFERENCED LETTER OF CREDIT (THE "LETTER OF CREDIT"), IRREVOCABLY
INSTRUCTS [NAME OF BANK], AS ISSUER OF THE LETTER OF CREDIT, AS FOLLOWS:
1.FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY IRREVOCABLY TRANSFERS THE
LETTER OF CREDIT TO:
[NAME OF TRANSFEREE]
[ADDRESS]
ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY UNDER THE LETTER OF CREDIT
2.BY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN THE LETTER OF
CREDIT ARE TRANSFERRED TO THE TRANSFEREE, AND THE TRANSFEREE SHALL FROM THE DATE
OF ISSUING BANK'S ACCEPTANCE OF THIS REQUEST FOR TRANSFER SUCCEED TO ALL RIGHTS
OF THE UNDERSIGNED BENEFICIARY UNDER THE LETTER OF CREDIT, INCLUDING SOLE RIGHTS
RELATING TO ANY AMENDMENTS WHETHER NOW EXISTING OR HEREAFTER MADE. ALL
AMENDMENTS ARE TO BE ADVISED DIRECTLY TO THE TRANSFEREE WITHOUT NECESSITY OR ANY
CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY.
3.THE LETTER OF CREDIT IS RETURNED HEREWITH, AND, IN ACCORDANCE WITH THE LETTER
OF CREDIT, THE UNDERSIGNED ASKS THAT THIS TRANSFER BE EFFECTIVE AND THAT YOU
ENDORSE THE TRANSFER ON THE REVERSE SIDE THEREOF AND FORWARD THE SAME TO THE
TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER.
4.IN SUPPORT OF THE FOREGOING REQUEST FOR A TRANSFER, THE BENEFICIARY HEREBY
REPRESENTS AND WARRANTS TO [NAME OF BANK] FOR THE BENEFIT OF THE APPLICANT THAT
THE TRANSFEREE IS A SUCCESSOR TO THE BENEFICIARY AS THE ADMINISTRATIVE AGENT
UNDER THE CREDIT AGREEMENT (AS THAT TERM IS DEFINED IN THE IRREVOCABLE STANDBY
LETTER OF CREDIT REFERRED TO ABOVE).
DATE:
FIDELIDADE - COMPANHIA de SEGUROS, S.A.
BY:
Name:
Title:
[NAME OF BANK]
IRREVOCABLE STANDBY LETTER OF CREDIT NO.______________
ANNEX "B"
DRAWING CERTIFICATE
THE UNDERSIGNED, A DULY AUTHORIZED OFFICER OF FIDELIDADE - COMPANHIA de SEGUROS,
S.A. (THE "BENEFICIARY"), OF THAT CERTAIN IRREVOCABLE LETTER OF CREDIT
NO.____________ DATED _____, (THE "LETTER OF CREDIT") CERTIFIES AS FOLLOWS TO
[NAME OF BANK] AS ISSUER OF THE LETTER OF CREDIT:
1.ALL TERMS DEFINED IN THE LETTER OF CREDIT ARE USED IN THIS CERTIFICATE WITH
THE SAME PROSPECTIVE MEANINGS.
2.(A) AN EVENT OF DEFAULT UNDER THE NOTE PURCHASE AGREEMENT (AS DEFINED IN THE
LETTER OF CREDIT) HAS OCCURRED AND IS CONTINUING, (B) THE LETTER OF CREDIT IS
SCHEDULED TO EXPIRE WITHIN 60 DAYS FROM THE DATE HEREOF AND HAS NOT BEEN
EXTENDED OR RENEWED TO THE SATISFACTION OF THE BENEFICIARY OR (C) AS OF THE DATE
HEREOF, [NAME OF BANK] EITHER (I) NO LONGER MEETS THE CRITERIA SET FORTH IN THE
NOTE PURCHASE AGREEMENT.
3.THE BENEFICIARY REQUESTS THAT PAYMENT BE MADE AS FOLLOWS:
[NAME OF BANK]
ACCOUNT NO. [___________]
ABA # [___________]
FIDELIDADE - COMPANHIA de SEGUROS, S.A.
BY:
Name:
Title: