THE CURRENT EXPIRATION DATE. IN NO EVENT
SHALL THIS LETTER OF CREDIT BE AUTOMATICALLY EXTENDED BEYOND
__________1, 20__ WHICH SHALL BE THE FINAL EXPIRATION DATE OF THIS LETTER OF
CREDIT.
THIS LETTER OF CREDIT CANNOT BE MODIFIED OR REVOKED WITHOUT BENEFICIARY'S
WRITTEN CONSENT. THE OBLIGATION OF SILICON VALLEY BANK UNDER THIS LETTER OF
CREDIT IS THE INDIVIDUAL OBLIGATION OF SILICON VALLEY BANK AND IS IN NO WAY
CONTINGENT UPON REIMBURSEMENT WITH RESPECT THERETO OR UPON OUR ABILITY TO
PERFECT ANY LIEN, SECURITY INTEREST OR ANY OTHER REIMBURSEMENT.
THIS LETTER OF CREDIT MAY ONLY BE TRANSFERRED IN ITS ENTIRETY BY THE ISSUING
BANK, ASSUMING SUCH TRANSFER TO SUCH TRANSFEREE WOULD BE IN COMPLIANCE WITH THEN
APPLICABLE LAW AND REGULATIONS, INCLUDING BUT NOT LIMITED TO THE REGULATIONS OF
THE U.S. DEPARTMENT OF TREASURY AND U.S. DEPARTMENT OF COMMERCE, UPON OUR
RECEIPT OF THE ATTACHED "EXHIBIT B" DULY COMPLETED AND EXECUTED BY THE
BENEFICIARY AND ACCOMPANIED BY THE ORIGINAL LETTER OF CREDIT AND ALL
AMENDMENT(S), IF ANY, WITHOUT FIRST OBTAINING APPLICANT'S CONSENT THERETO. OUR
TRANSFER FEE OF 1⁄4 OF 1% OF THE
Exhibit I
Page 1
EXHIBIT I
FORM OF LETTER OF CREDIT
TRANSFER AMOUNT (MINIMUM $250.00) AND OTHER CHARGES IN CONNECTION WITH ANY
TRANSFER OF THIS LETTER OF CREDIT ARE FOR ACCOUNT OF THE APPLICANT.
UPON RECEIPT OF A FULLY COMPLETED "LETTER OF INDEMNITY" FORM OF SILICON VALLEY
BANK FOR LOST LETTER OF CREDIT, WITH THE ORIGINAL SIGNATURE OF THE BENEFICIARY
AND OUR "REPLACEMENT FOR LOST LETTER OF CREDIT" FEE OF USD $100, WE SHALL ISSUE
AND SEND TO THE BENEFICIARY A "TRUE CERTIFIED COPY" OF THE LETTER OF CREDIT TO
BE USED WHEN THE ORIGINAL LETTER OF CREDIT IS REQUIRED.
DRAFT(S) AND DOCUMENTS MUST INDICATE THE NUMBER OF THIS LETTER OF CREDIT.
ALL DEMANDS FOR PAYMENT SHALL BE MADE BY PRESENTATION OF THE ORIGINAL
APPROPRIATE DOCUMENTS DURING REGULAR BUSINESS HOURS ON A BUSINESS DAY AT OUR
OFFICE (THE "BANK'S OFFICE") AT: SILICON VALLEY BANK, 3003 TASMAN DRIVE, MAIL
SORT HF210, SANTA CLARA, CALIFORNIA 95054, ATTENTION: GLOBAL FINANCIAL SERVICES
- STANDBY LETTER OF CREDIT DEPARTMENT.
WE HEREBY AGREE WITH THE BENEFICIARY THAT THE DRAFTS DRAWN UNDER AND IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT SHALL BE DULY
HONORED UPON PRESENTATION TO US, IF PRESENTED ON OR BEFORE THE EXPIRATION DATE
OF THIS CREDIT, REGARDLESS OF WHETHER APPLICANT DISPUTES SUCH PRESENTATION.
IF ANY INSTRUCTIONS ACCOMPANYING A DRAWING UNDER THIS LETTER OF CREDIT REQUEST
THAT PAYMENT IS TO BE MADE BY TRANSFER TO YOUR ACCOUNT WITH ANOTHER BANK, WE
WILL ONLY EFFECT SUCH PAYMENT BY FED WIRE TO A U.S. REGULATED BANK, AND WE
AND/OR SUCH OTHER BANK MAY RELY ON AN ACCOUNT NUMBER SPECIFIED IN SUCH
INSTRUCTIONS EVEN IF THE NUMBER IDENTIFIES A PERSON OR ENTITY DIFFERENT FROM THE
INTENDED PAYEE.
THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES ISP98,
INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 590 (1998) ("ISP98"), AND AS
TO MATTERS NOT ADDRESSED BY THE ISP98, SHALL BE GOVERNED BY AND CONSTRUED