Common use of Form of Letter of Credit Clause in Contracts

Form of Letter of Credit. SAMPLE (full address) DEAR SIRS, AT THE REQUEST OF [insert name of Buyer]. (“DEBTOR”) WE, (full name and address of issuing bank), HEREBY ISSUE OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. IN YOUR FAVOR TO GUARANTEE THE PAYMENT TO (“THE SELLER”) OF ALL AMOUNTS WHICH THE DEBTOR OWES OR MAY OWE TO THE SELLER PURSUANT TO THE GAS SALE AND PURCHASE AGREEMENT DATED BETWEEN THE DEBTOR, THE SELLER AND OTHERS (“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 THE SELLER WITHIN SEVEN (7) BANKING DAYS ANY AMOUNT, NOT EXCEEDING IN THE AGGREGATE THE GUARANTEE AMOUNT, WHICH THE SELLER CLAIMS FROM US FROM TIME TO TIME, BUT PRIOR TO THE EXPIRY DATE, BY WRITTEN DEMAND (“PAYMENT DEMAND”). THE ABOVE NOTWITHSTANDING, SELLERS’ DEMAND(S) UNDER THIS STANDBY LETTER OF CREDIT MAY ALSO BE MADE BY AUTHENTICATED SWIFT SENT ON SELLERS’ BEHALF BY SELLERS’ BANKERS IN ISRAEL, QUOTING THE FULL WORDING OF SELLERS’ DEMAND AND STATEMENT. THE ABOVE MENTIONED AUTHENTICATED SWIFT WILL BE CONSIDERED AS A STANDBY LETTER OF CREDIT. EXCEPT FOR THE PAYMENT DEMAND THE SELLER WILL NOT BE REQUIRED TO PROVIDE ANY PROOF OR OTHER JUSTIFICATION TO ITS CLAIM HEREUNDER OR TO SUBSTANTIATE ITS DEMAND IN ANY WAY NOR WILL IT BE REQUIRED TO FIRST SEEK PAYMENT OF THE AMOUNT CLAIMED FROM THE DEBTOR OR ANY OTHER PERSON. THIS STANDBY LETTER OF CREDIT IS NEITHER ASSIGNABLE NOR TRANSFERABLE. THIS STANDBY LETTER OF CREDIT IS AVAILABLE WITH US AND SHALL REMAIN IN FORCE FROM THE DATE HEREOF UNTIL NOON ON (insert validity date) (“EXPIRY DATE”), WHEREUPON THIS STANDBY LETTER OF CREDIT SHALL EXPIRE AND BECOME NULL AND VOID AND HAVE NO FURTHER FORCE OR EFFECT WHETHER OR NOT THIS INSTRUMENT HAS BEEN RETURNED TO US FOR CANCELLATION. ANY PAYMENT DEMAND MUST BE DELIVERED TO US AT THE ABOVE ADDRESS OF OUR BRANCH, BY NOT LATER THAN THE EXPIRY DATE. ANY PAYMENT DEMAND SUBMITTED TO US AFTER THE EXPIRY DATE WILL NOT BE ENTERTAINED. THIS STANDBY LETTER OF CREDIT IS SUBJECT TO UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007 REVISION) INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 600. THIS MESSAGE IS THE ONLY OPERATIVE INSTRUMENT, NO MAIL CONFIRMATION WILL FOLLOW. MESSRS [THE GUARANTOR]

Form of Letter of Credit. SAMPLE (full address) DEAR SIRS, AT THE REQUEST OF [insert name of Buyer]. (“DEBTOR”) WE, (full name and address of issuing bank), HEREBY ISSUE OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO------------------------------------ Date:___________________ ISSUING BANK CONFIRMING OUR CABLE OF TODAY _________________________ _________________________ Credit Number:_________________________ _________________________ Opener's Reference No.______________________ Dear Sir or Madam: BY ORDER OF: [SPC BUYER] _____________________________ _____________________________ We hereby open in favor of: P.M.I. COMERCIO INTERNACIONAL S.A. DE C.V. ("PMI") MARINA NACIONAL NUM. IN YOUR FAVOR TO GUARANTEE THE PAYMENT TO 329 XXXXX XXXXXXXXX, XXXX 00 XXXXXX, X.X., XXXXXX our Irrevocable Standby Letter of Credit (“THE SELLER”"Letter of Credit") OF ALL AMOUNTS WHICH THE DEBTOR OWES OR MAY OWE TO THE SELLER PURSUANT TO THE GAS SALE AND PURCHASE AGREEMENT DATED BETWEEN THE DEBTORfor the account of XXXXX REFINING & MARKETING, THE SELLER AND OTHERS INC. (“GSPA”), "Openers") for a sum of UP TO THE TOTAL SUM A MAXIMUM OF [USD ] (US DOLLARS MILLION_______________ (________ _______________ (AND NO/100 US DOLLARS) IN available by your draft(s) at SIGHT on [ISSUING OR ADVISING BANK] effective __________ and expiring, subject to force majeure as set forth below, at [NEW YORK, NEW YORK] [MEXICO CITY, MEXICO] on _____, ________ [62 DAYS] [42 DAYS IF A MEXICO BANK] AFTER LAST DAY OF THE AGGREGATE AGREED LAYDAYS AS SHOWN ON THE AGREED LIFTING PROGRAM]. AVAILABLE BY BENEFICIARY'S DRAFTS DRAWN AT SIGHT ON [ISSUING OR ADVISING BANK] ACCOMPANIED BY THE FOLLOWING DOCUMENT: A STATEMENT PURPORTEDLY SIGNED BY AN AUTHORIZED OFFICER OF PMI STATING THAT (“GUARANTEE AMOUNT”). ACCORDINGLY, WE (full name of issuing bank), HEREBY UNDERTAKE TO PAY A) "ALTHOUGH THE SELLER WITHIN SEVEN (7INVOICE(S) BANKING DAYS ANY AMOUNT, NOT EXCEEDING IN THE AGGREGATE THE GUARANTEE AMOUNT, WHICH THE SELLER CLAIMS FROM US FROM TIME TO TIME, BUT PRIOR TO THE EXPIRY DATE, BY WRITTEN DEMAND (“PAYMENT DEMAND”). THE ABOVE NOTWITHSTANDING, SELLERS’ DEMAND(S) PRESENTED UNDER THIS STANDBY LETTER OF CREDIT MAY ALSO BE MADE WAS DUE ACCORDING TO CONTRACT TERMS, AND PMI PRESENTED NORMAL SHIPPING DOCUMENTS AS REQUESTED BY AUTHENTICATED SWIFT SENT ON SELLERS’ BEHALF BY SELLERS’ BANKERS IN ISRAEL[BUYER] COVERING THE SHIPMENT OF MAYA CRUDE OIL, QUOTING THE FULL WORDING [BUYER] FAILED TO MAKE PAYMENT AS AND WHEN DUE, I.E., 30 (THIRTY) DAYS AFTER XXXX OF SELLERS’ DEMAND LADING DATE, PAYMENT REMAINS OUTSTANDING AT TIME OF DRAWING, AND STATEMENT. THE ABOVE MENTIONED AUTHENTICATED SWIFT FUNDS DRAWN UNDER THIS LETTER OF CREDIT WILL BE CONSIDERED EXCLUSIVELY UTILIZED AS A STANDBY PAYMENT FOR THE ACCOMPANYING INVOICE(S)," AND (B) "THE AMOUNT BEING DRAWN HEREUNDER IS EQUAL TO THE AGGREGATE AMOUNT UNPAID OF INVOICES PAST DUE." SPECIAL CONDITIONS: PARTIAL AND MULTIPLE DRAWING IS AUTHORIZED. ALL BANKING CHARGES, INCLUDING NEGOTIATION, TELEX, ETC., ARE FOR THE ACCOUNT OF OPENERS. (1) THE AMOUNT OF ANY PAYMENTS MADE OUTSIDE OF THIS CREDIT TO THE BENEFICIARY IF SUCH PAYMENTS ARE EFFECTED BY THE ISSUING BANK AND MAKE REFERENCE TO THIS CREDIT AND THE BENEFICIARY'S ORDER NUMBER FOR THE SHIPMENT COVERED BY THIS CREDIT, AND (2) ANY PAYMENT MADE UNDER THIS LETTER OF CREDIT. EXCEPT FOR BENEFICIARY'S DRAFTS AND ACCOMPANYING DOCUMENTS MUST BE SUBMITTED TO _____________ [THE PAYMENT DEMAND ISSUING OR ADVISING BANK] AT ITS OFFICES IN [MEXICO CITY/NEW YORK CITY] DURING SUCH BANK'S BUSINESS HOURS. IN THE SELLER WILL NOT BE REQUIRED EVENT PMI SUBMITS ITS DRAFTS AND ACCOMPANYING DOCUMENTS BEFORE/[MEXICO CITY/NEW YORK CITY] TIME, SUCH BANK SHALL DELIVER THE CORRESPONDING FUNDS TO PROVIDE ANY PROOF OR OTHER JUSTIFICATION TO ITS CLAIM HEREUNDER OR TO SUBSTANTIATE ITS DEMAND PMI NO LATER THAN __________ [MEXICO CITY/NEW YORK CITY] TIME ON THE BUSINESS DAY IMMEDIATELY FOLLOWING THE BUSINESS DAY ON WHICH SUCH DRAFTS AND ACCOMPANYING DOCUMENTS WERE SUBMITTED, PROVIDED THAT THE DOCUMENTATION INCLUDED MEETS THE REQUIREMENTS CONTAINED IN ANY WAY NOR WILL IT BE REQUIRED TO FIRST SEEK PAYMENT OF THE AMOUNT CLAIMED FROM THE DEBTOR OR ANY OTHER PERSON. THIS STANDBY LETTER OF CREDIT IS NEITHER ASSIGNABLE NOR TRANSFERABLECREDIT. IN THE EVENT PMI SUBMITS ITS DRAFTS AND ACCOMPANYING DOCUMENTS AFTER __________ [MEXICO CITY/NEW YORK CITY] TIME, SUCH BANK SHALL DELIVER THE CORRESPONDING FUNDS TO PMI NO LATER THAN [MEXICO CITY/NEW YORK CITY] TIME ON THE SECOND BUSINESS DAY IMMEDIATELY FOLLOWING THE BUSINESS DAY ON WHICH SUCH DRAFTS AND ACCOMPANYING DOCUMENTS WERE SUBMITTED, PROVIDED THAT THE DOCUMENTATION INCLUDED MEETS THE REQUIREMENTS CONTAINED IN THIS STANDBY LETTER OF CREDIT IS AVAILABLE WITH US AND SHALL REMAIN IN FORCE FROM CREDIT. THE EXPIRATION DATE HEREOF UNTIL NOON ON (insert validity date) (“EXPIRY DATE”), WHEREUPON SET FORTH AT THE BEGINNING OF THIS STANDBY LETTER OF CREDIT SHALL EXPIRE AUTOMATICALLY BE EXTENDED BY AND BECOME NULL AND VOID AND HAVE NO FURTHER TO THE EXTENT OF THE OCCURRENCE OF ANY EVENT OF FORCE OR EFFECT WHETHER OR NOT THIS INSTRUMENT HAS BEEN RETURNED TO US FOR CANCELLATION. ANY PAYMENT DEMAND MUST BE DELIVERED TO US AT MAJEURE (AS SET FORTH IN THE ABOVE ADDRESS OF OUR BRANCH, BY NOT LATER THAN THE EXPIRY DATE. ANY PAYMENT DEMAND SUBMITTED TO US AFTER THE EXPIRY DATE WILL NOT BE ENTERTAINED. THIS STANDBY LETTER OF CREDIT IS SUBJECT TO UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007 1993 REVISION) ), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 600500 ("UCP 500"), ARTICLE 17) APPLICABLE TO THE ISSUING OR ADVISING BANK WHICH IN ANY WAY PREVENTS OR INTERFERES WITH THE RECEIPT OR HONORING OF ANY PAYMENT REQUESTS HEREUNDER. PMI MAY NOT SUBMIT ANY PAYMENT REQUEST, NOR SHALL THE ISSUING BANK BE OBLIGATED TO MAKE ANY PAYMENT HEREUNDER, ONCE THIS LETTER OF CREDIT HAS EXPIRED. THE ISSUING BANK SHALL MAKE ALL PAYMENTS UNDER THIS LETTER OF CREDIT WITH ITS OWN FUNDS. IF THE PAYMENT REQUEST FAILS TO COMPLY WITH ANY OF THE REQUIREMENTS ESTABLISHED IN THIS LETTER OF CREDIT, THE ISSUING BANK WILL IMMEDIATELY NOTIFY PMI AT THE ADDRESS LISTED HEREIN OR AT SUCH OTHER ADDRESS AS PMI HAS SUPPLIED TO THE ISSUING BANK FOR SUCH PURPOSE. THE ISSUING BANK SHALL EXPLAIN IN SUCH NOTICE WHY IT REJECTED THE PAYMENT REQUEST AND SHALL RETURN TO PMI THE DOCUMENTS INCLUDED WITH THE PAYMENT REQUEST. PMI MAY SUBMIT ANOTHER PAYMENT REQUEST THAT CONFORMS TO THIS LETTER OF CREDIT. ALL PAYMENTS THAT THE ISSUING BANK MAKES TO PMI HEREUNDER SHALL BE MADE BY WIRE TRANSFER TO THE BANK ACCOUNT PMI HAS SPECIFIED IN THE CORRESPONDING PAYMENT REQUEST. TO THE EXTENT THAT, AT THE TIME OF THE RECEIPT OF DRAFTS AND ACCOMPANYING DOCUMENTS, THERE ARE INSUFFICIENT FUNDS REMAINING TO BE DRAWN UNDER THIS LETTER OF CREDIT TO SATISFY ANY PAYMENT REQUESTED BY SUCH DRAFTS AND ACCOMPANYING DOCUMENTS IN FULL, SUCH PAYMENT REQUESTED SHALL BE HONORED TO THE EXTENT FUNDS ARE AVAILABLE. MATTERS NOT ADDRESSED IN THIS LETTER OF CREDIT SHALL BE GOVERNED BY UCP 500; PROVIDED, HOWEVER, THAT THE PROVISIONS OF ARTICLE 17 THEREOF ARE SPECIFICALLY EXCLUDED AND, TO THE EXTENT NOT INCONSISTENT WITH UCP 500, THIS LETTER OF CREDIT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF. ANY CONTROVERSY ARISING FROM THIS LETTER OF CREDIT SHALL BE RESOLVED EXCLUSIVELY IN THE FEDERAL COURTS IN THE STATE OF [NEW YORK]. ANY COMMUNICATION MADE BY PMI WITH THE ISSUING BANK WITH RESPECT TO THIS LETTER OF CREDIT SHALL BE IN WRITING AND SENT BY HAND DELIVERY, WITH CONFIRMED RECEIPT, TO THE ADDRESS AT WHICH PAYMENT REQUEST IS TO BE DELIVERED. THIS MESSAGE TELEX IS THE ONLY OPERATIVE INSTRUMENTINSTRUMENT AND WILL NOT BE FOLLOWED BY A WRITTEN CONFIRMATION. KINDLY ADDRESS ALL CORRESPONDENCE REGARDING THIS LETTER OF CREDIT TO THE ATTENTION OF __________________________, NO MAIL CONFIRMATION WILL FOLLOWMENTIONING OUR REFERENCE NUMBER AS IT APPEARS ABOVE. MESSRS [THE GUARANTOR]TELEPHONE INQUIRIES CAN BE MADE TO ___________, AT ____________________. VERY TRULY YOURS, ______________________ AUTHORIZED OFFICIAL ANNEX 9 SHIPPING DOCUMENTS

Form of Letter of Credit. SAMPLE (full address) DEAR SIRSBENEFICIARY Post Mxxxxxxxxx Associates Oxx Xxxxxxxxxx Xxxxxx, AT THE REQUEST OF [insert name of Buyer]. (“DEBTOR”) WESuite 3220 San Francisco, (full name and address of issuing bank)CA 94104 Attn: Building Manager APPLICANT Broadpoint Securities Group, Inc. 1 Xxxx Xxxxx Xxx Xxxx, XX 00000-0000 WE HEREBY ISSUE ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. XXXXXXXX IN FAVOR OF POST MXXXXXXXXX ASSOCIATES FOR THE ACCOUNT OF BROADPOINT SECURITIES GROUP, INC. FOR A SUM NOT EXCEEDING $338,981, AVAILABLE BY YOUR FAVOR TO GUARANTEE DRAFTS AT SIGHT ON US EFFECTIVE IMMEDIATELY AND EXPIRING AT OUR COUNTERS AT OUR CLOSE OF BUSINESS ON NOVEMBER XX, 0000. DRAFTS DRAWN HEREUNDER MUST BE ACCOMPANIED BY A STATEMENT SIGNED BY ONE OF YOUR AUTHORIZED SIGNATORIES READING AS FOLLOWS: "THE PAYMENT TO (“AMOUNT OF THE SELLER”) OF ALL AMOUNTS WHICH THE DEBTOR OWES OR MAY OWE ACCOMPANYING DRAFT IS DUE AND PAYABLE TO THE SELLER PURSUANT LANDLORD UNDER A CERTAIN OFFICE LEASE DATED AS OF MARCH 31, 2005, BETWEEN POST MXXXXXXXXX ASSOCIATES AND BROADPOINT SECURITIES GROUP, INC." DRAFTS DRAWN HEREUNDER MUST INDICATE: "DRAWN UNDER LETTER OF CREDIT NO. XXXXXXXX OF THE BANK OF NEW YORK MELLON." IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR FURTHER PERIODS OF ONE YEAR FROM THE PRESENT AND EACH FUTURE EXPIRATION DATE, UNLESS, AT LEAST THIRTY (30) DAYS PRIOR TO SUCH DATE, WE SHALL SEND YOU NOTICE IN WRITING BY OVERNIGHT COURIER, TO THE GAS SALE ATTENTION OF YOUR BUILDING MANAGER AT THE ABOVE ADDRESS THAT WE ELECT NOT TO RENEW THIS LETTER OF CREDIT FOR SUCH ADDITIONAL PERIOD. ANY SUCH NOTICE WILL BE EFFECTIVE THREE (3) DAYS AFTER BEING SENT BY US, AND PURCHASE AGREEMENT DATED BETWEEN THE DEBTOR, THE SELLER AND OTHERS (“GSPA”), THEREAFTER YOU MAY DRAW DRAFTS(S) ON US AT SIGHT FOR AMOUNTS UP TO THE TOTAL SUM REMAINING BALANCE OF [USD ] (US DOLLARS MILLION) IN THE AGGREGATE (“GUARANTEE AMOUNT”). ACCORDINGLY, WE (full name of issuing bank), HEREBY UNDERTAKE TO PAY THE SELLER WITHIN SEVEN (7) BANKING DAYS ANY AMOUNT, NOT EXCEEDING IN THE AGGREGATE THE GUARANTEE AMOUNT, WHICH THE SELLER CLAIMS FROM US FROM TIME TO TIME, BUT PRIOR TO THE EXPIRY DATE, BY WRITTEN DEMAND (“PAYMENT DEMAND”). THE ABOVE NOTWITHSTANDING, SELLERS’ DEMAND(S) UNDER THIS STANDBY LETTER OF CREDIT MAY ALSO ON OR BEFORE THE THEN APPLICABLE EXPIRATION DATE, AND SUCH DRAFT(S) NEED NOT BE MADE ACCOMPANIED BY AUTHENTICATED SWIFT SENT ON SELLERS’ BEHALF BY SELLERS’ BANKERS IN ISRAEL, QUOTING THE FULL WORDING OF SELLERS’ DEMAND AND ANY STATEMENT. THE ABOVE MENTIONED AUTHENTICATED SWIFT WILL BE CONSIDERED AS A STANDBY LETTER OF CREDIT. EXCEPT FOR THE PAYMENT DEMAND THE SELLER WILL NOT BE REQUIRED TO PROVIDE ANY PROOF OR OTHER JUSTIFICATION TO ITS CLAIM HEREUNDER OR TO SUBSTANTIATE ITS DEMAND IN ANY WAY NOR WILL IT BE REQUIRED TO FIRST SEEK PAYMENT OF THE AMOUNT CLAIMED FROM THE DEBTOR OR ANY OTHER PERSON. THIS STANDBY LETTER OF CREDIT IS NEITHER ASSIGNABLE NOR TRANSFERABLETRANSFERABLE IN ITS ENTIRETY TO ANY ASSIGNEE OF TRANSFEREE OF YOUR INTEREST IN THE OFFICE LEASE REFERRED TO ABOVE WITHOUT ANY FEE OR CHARGE ON YOUR PART OR ON THE PART OF THE TRANSFEREE. THIS STANDBY LETTER OF CREDIT SAID TRANSFER IS AVAILABLE WITH US TO BE EFFECTED AT OUR COUNTERS AND SHALL REMAIN IN FORCE FROM THE DATE HEREOF UNTIL NOON ON (insert validity date) (“EXPIRY DATE”), WHEREUPON THIS STANDBY LETTER OF CREDIT SHALL EXPIRE AND BECOME NULL AND VOID AND HAVE NO FURTHER FORCE OR EFFECT WHETHER OR NOT THIS INSTRUMENT HAS BEEN RETURNED TO US FOR CANCELLATION. ANY PAYMENT DEMAND MUST BE DELIVERED TO US AT THE ABOVE ADDRESS OF OUR BRANCH, BY NOT LATER THAN THE EXPIRY DATE. ANY PAYMENT DEMAND SUBMITTED TO US AFTER THE EXPIRY DATE WILL NOT BE ENTERTAINED. THIS STANDBY LETTER OF CREDIT IS SUBJECT TO UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007 REVISION) INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 600. THIS MESSAGE IS THE ONLY OPERATIVE INSTRUMENT, NO MAIL CONFIRMATION WILL FOLLOW. MESSRS [THE GUARANTOR]CONTINGENT UPON: