by the Debtor under the Gas Sale and
Purchase Agreement dated [Insert Date] between the Debtor and others and IEC
(the "GSPA"), or has been determined as due to IEC pursuant to Article 19 of the
GSPA, and is unpaid as of the time that this Payment Demand is delivered to you;
and
(ii)
IEC has given the Debtor not less than seven (7) days written
notice of its intention to demand payment of the above amount under the
Guarantee in accordance with Article 20.1.5 of the GSPA.
SIGNED, this ____ day of _________, in the year _________
By: _____________________________________________
CEO / CFO of The Israel Electric Corporation Limited
135
SCHEDULE 8
Form of Letter of Credit
SAMPLE
THE ISRAEL ELECTRIC CORPORATION LIMITED
(full address)
DEAR SIRS,
RE: IRREVOCABLE STANDBY LETTER OF CREDIT NO. (insert number)
AT THE REQUEST OF [DOR GAS EXPLORATION LIMITED PARTNERSHIP] ("DEBTOR") WE, (full
name and address of issuing bank), HEREBY ISSUE OUR IRREVOCABLE STANDBY LETTER
OF CREDIT NO....... IN YOUR FAVOUR TO GUARANTEE THE PAYMENT TO THE ISRAEL ELECTRIC
CORPORATION LIMITED ('IEC") OF ALL AMOUNTS WHICH THE DEBTOR OWES TO IEC PURSUANT
TO THE GAS SALE AND PURCHASE AGREEMENT DATED [insert date] BETWEEN THE DEBTOR
AND OTHERS AND IEC ("GSPA"), UP TO THE TOTAL SUM OF [USD ___________] (US
DOLLARS _________ MILLION) IN THE AGGREGATE ("GUARANTEE AMOUNT").
ACCORDINGLY, WE (full name of issuing bank), HEREBY UNDERTAKE TO PAY IEC WITHIN
FOURTEEN (14) BANKING DAYS ANY AMOUNT, NOT EXCEEDING IN THE AGGREGATE THE
GUARANTEE AMOUNT, WHICH IEC CLAIMS FROM US FROM TIME TO TIME, BUT PRIOR TO THE
EXPIRY TIME, BY WRITTEN DEMAND AS FOLLOWS:
QUOTE
THE ISRAEL ELECTRIC CORPORATION LIMITED
SRS.
___________(Full name and address of the issuing bank)
136
RE: PAYMENY DEMAND PURSUANT TO YOUR STANDBY LETTER OF
CREDIT NO...
DATED...
I THE UNDERSIGNED THE CHIEF EXECUTIVE OFFICER (OR CHIEF FINANCIAL OFFICER), OF
THE ISRAEL ELECTRIC CORPORATION LIMITED ("IEC") HEREBY DEMAND PAYMENT ON BEHALF
OF IEC OF THE SUM OF US DOLLARS (US $...................) UNDER THE ABOVE STANDBY LETTER OF
CREDIT.
I HEREBY CONFIRM AND CERTIFY THAT -
(I)
THE ABOVE AMOUNT CLAIMED BY IEC IN THIS PAYMENT DEMAND IS
UNDISPUTED AND IS DUE AND PAYABLE TO IEC BY [DOR GAS EXPLORATION LIMITED
PARTNERSHIP] (the "DEBTOR") UNDER THE GAS SALE AND PURCHASE AGREEMENT DATED
[insert date] BETWEEN THE DEBTOR AND OTHERS AND IEC ("GSPA"), OR HAS BEEN
DETERMINED AS DUE TO IEC PURSUANT TO ARTICLE 19 OF THE GSPA, AND IS UNPAID AS OF
THE TIME THAT THIS PAYMENT DEMAND IS DELIVERED TO YOU; AND THAT
(II)
IEC HAS GIVEN THE DEBTOR NOT LESS THAN SEVEN (7) DAYS WRITTEN
NOTICE OF ITS INTENTION TO DEMAND PAYMENT OF THE ABOVE AMOUNT UNDER THE STANDBY
LETTER OF CREDIT IN ACCORDANCE WITH ARTICLE 20.1.5 OF THE GSPA.
SIGNED, THIS_____ DAY OF_____, IN THE YEAR_____
BY: __________________________________________________________
CEO/CFO OF THE ISRAEL ELECTRIC CORPORATION LIMITED
END QUOTE
137
EXCEPT FOR THE PAYMENT DEMAND IEC WILL NOT BE REQUIRED TO PROVIDE ANY PROOF OR
OTHER JUSTIFICATION TO