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Exhibit 10.27
SUBLEASE
This Sublease is made as of the 11th day of May, 1999, by and between Akzo
Nobel CUSI, Inc. a Delaware corporation (hereinafter referred to as
"Sublandlord") and Interliant, Inc., a Delaware corporation (hereinafter
referred to as "Subtenant") with regard to the following facts.
RECITALS
A. Sublandlord is the Tenant under that certain Agreement of Lease dated August
23, 1991 (the "Master Lease"), with Purchase Corporate Park Associates, a New
York partnership (the "Landlord"), (a copy of the Master Lease is attached
hereto as Exhibit A and by this reference made a part hereof) concerning
approximately 6,105 rentable square feet of office space (the "Premises")
located on the first floor of the building, designated Building B in the Master
Lease (the "Building") located at Two Manhattanville Road, Purchase, New York.
B. Subtenant desired to sublease from Sublandlord the Premises (which shall be
hereafter referred to as the "Subleased Premises") more particularly set forth
in the Master Lease, and Sublandlord has agreed to sublease the Subleased
Premises to Subtenant upon the terms, covenants and conditions herein set forth.
AGREEMENT
In consideration of the mutual covenants contained herein, the sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. Sublease - Sublandlord hereby subleases and demises to Subtenant and
Subtenant hereby hires and takes from Sublandlord the Subleased Premises.
2. Term - The term of this Sublease (the "Term") shall commence as of June 1,
1999, and shall end, unless sooner terminated as provided in the Master Lease or
hereunder on June 30, 2002 ("Expiration Date").
3. Rent - The fixed annual rent during the term of this Sublease is $156,900
payable monthly in advance on the first day of a month in the amount of $13,075.
Subtenant shall also be responsible to reimburse Sublandlord for all (i)
electricity charges incurred by Subtenant at the Premises pursuant to Article 12
of the Master Lease which is presently submetered (ii) tax escalation charges
billed by the Landlord pursuant to Article 3 of the Master Lease (the tax
escalation charges for the first Tax Year of the Sublease shall be prorated)
(iii) expense escalation charges billed for the period commencing June 1, 1999
by the Landlord pursuant to Article 4 of the Master Lease and (iv) any other
charges billed by the Landlord pursuant to the Master Lease.
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4. Security Deposit -
4.1 On the signing of this Sublease, Subtenant shall deposit with
Sublandlord as security for the Subtenant's faithful performance of all the
terms and conditions of this Sublease and of the Master Lease, including the
obligation to pay rent, cash in the amount of $ 78,450.00 ("Security Deposit").
During the term of this Sublease and provided Subtenant is not then in default
of any of the terms hereof, Subtenant may replace all or a portion of the
Security Deposit with a letter of credit, provided the terms of such letter of
credit comply with the provisions of Section 4.3 below. Sublandlord will pay
Subtenant interest at the rate of 6% per year on the Security Deposit which is
being held in cash. Sublandlord shall make this interest payment annually. If on
April 30, 2002, Sublandlord is holding three (3) or more months base rent in
cash as Security Deposit, Sublandlord will withdraw from the Security Deposit
sufficient funds to apply to the last two (2) month's base rent provided (i)
Subtenant is not then in default of this Sublease and (ii) Sublandlord has no
reasonable concern that the remaining Security Deposit would be insufficient to
pay any and all amounts due by Subtenant pursuant to this Sublease.
4.2 On or about May 1, 2000 and/or May 1, 2001, Subtenant may request
permission of Sublandlord to reduce the Security Deposit to 3 month's base rent
(i.e. $39,225) effective June of 2000 or June of 2001 respectively. In making
its request to reduce the Security Deposit, Subtenant shall provide to
Sublandlord current financial statements of Subtenant and other information as
reasonably requested by Sublandlord. If Sublandlord in its discretion,
determines that Subtenant's then current financial condition and performance
under the Sublease is such that a Security Deposit of 6 month's rent is no
longer necessary to protect Sublandlord, Sublandlord may reduce the Security
Deposit to an amount equivalent to 3 month's base rent. If reduced by
Sublandlord, Subtenant may elect to have the reduced Security Deposit be in the
form of cash or a letter of credit, for all or part of the Security Deposit.
4.3 Any letter of credit provided by Subtenant hereunder shall, (i) expire
no earlier than July 31, 2002, (ii) be drawn on Chase Manhattan Bank, N.A. or
such other financial institution reasonably satisfactory to Sublandlord, (iii)
require such financial institution to notify Sublandlord not less than sixty
(60) days before termination, for any reason, of the letter of credit, (iv)
provide for the Sublandlord to draw on the letter of credit in any amount up to
and including the full amount of the letter of credit on notice to the financial
institution as provided in the form of letter of credit annexed hereto as
Exhibit B, (v) and contain such other terms as mutually agreed upon
substantially in the form attached hereto as Exhibit B. If Subtenant shall
default beyond any applicable notice and cure periods as defined herein with
respect to any term and condition hereunder then the Security Deposit or any
part thereof may be applied by Sublandlord (but Sublandlord shall not be
obligated to do so) to the actual damages sustained by Sublandlord by reason
thereof. No such application shall be construed as an agreement to limit the
amount of Sublandlord's claim or, as a waiver of any damage or release of any
indebtedness of Sublandlord's claim not recovered in full from the Security
Deposit. If Sublandlord has so applied all or any part of the Security Deposit,
Sublandlord shall have the right (but not the obligation) at any time thereafter
to demand that Subtenant pay to Sublandlord a sum equal to the amounts so
applied so that Sublandlord will always be in possession of a sum equal to the
amount of the Security Deposit. Subtenant shall make each such remittance within
thirty (30) days following such demand by Sublandlord. Said remittance shall
thereupon constitute a part of
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the Security Deposit subject to the terms and provisions hereof. The failure of
Subtenant to make any such requested remittance within such thirty (30) day
period, and after any applicable notice and cure period, may be treated by
Sublandlord as a failure by Subtenant to make timely payments of rent and as an
event of default.
5. Furniture Lease - Sublandlord hereby leases to Subtenant and Subtenant hereby
hires and takes from Sublandlord the furniture ("Furniture") currently located
in the Premises ("Furniture Lease") set forth on the form entitled "Inventory of
Furniture" attached hereto as Exhibit C. The terms of the Furniture Lease are as
follows:
5.1 The Furniture is being leased "AS IS WHERE IS" with no warranties
being made by Sublandlord other than that the Furniture is owned by Sublandlord
and is fully paid for, and that the Furniture is not encumbered by any liens,
security interests or other encumbrances.
5.2 The one-time lease payment for the Furniture will total $75,000
payable upon execution of this Sublease. Subtenant will also pay to Sublandlord
the sales tax due upon this Furniture Sublease in the amount of 6.75% (i.e.
$5,062.50) upon execution of this Sublease. Sublandlord will properly remit the
sales tax to the proper New York State taxing authorities.
5.3 The term of the Furniture Lease will be coterminous with the term of
this Sublease. Should Sublandlord terminate the Sublease pursuant to Section 9.7
hereof because of a default by Subtenant after all applicable notice and grace
periods in the Sublease, Subtenant will consequently be in default of the
Furniture Lease and the Furniture Lease will terminate.
5.4 During the term of the Furniture Lease Subtenant agrees to take good
care of and properly maintain the Furniture. At the termination of the Furniture
Lease, the Furniture must be in the same condition as of the commencement of the
Furniture Lease, normal wear and tear excepted.
5.5 Subtenant shall execute any documents and forms reasonably required by
Sublandlord to file a security interest in the Furniture.
5.6 Provided Subtenant is not then in default, after all applicable notice
and grace periods of any of its obligations set forth in the Sublease, on June
30, 2002 Subtenant may purchase the Furniture for the sum of $1.00. Upon payment
of said $1.00, title to the Furniture will automatically be transferred and
assigned to Subtenant without any further action on the part of either party.
Notwithstanding the foregoing, a xxxx of sale in the form attached hereto as
Exhibit D will be executed by Sublandlord and delivered to Subtenant upon said
payment. Sublandlord's failure to deliver the xxxx of sale shall not adversely
affect good title to the Furniture being conveyed to Subtenant.
6. Use - Subtenant covenants and agrees to use the Subleased Premises in
accordance with Article 5 of the Master Lease and for no other purpose and
otherwise in accordance with the terms and conditions of the Master Lease and
this Sublease.
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7. Master Lease - As applied to this Sublease, the words "Landlord" and "Tenant"
as used in the Master Lease shall be deemed to refer to Sublandlord and
Subtenant hereunder, respectively. Subtenant and this Sublease shall be subject
in all respects to the terms of, and the rights of the Landlord under, the
Master Lease. Except as otherwise expressly provided in this Sublease, the
covenants, agreements, terms, provisions and conditions of the Master Lease
insofar as they relate to the Subleased Premises and insofar as they are not
inconsistent with the terms of this Sublease are made a part of and incorporated
into this Sublease as if recited herein in full, and the rights and obligations
of the Landlord and the Tenant under the Master Lease shall be deemed the rights
and obligations of Sublandlord and Subtenant respectively hereunder and shall be
binding upon and inure to the benefit of Sublandlord and Subtenant respectively.
As between the parties hereto only, in the event of a conflict between the terms
of the Master Lease and the terms of this Sublease, the terms of this Sublease
shall control. Notwithstanding anything to the contrary herein, (i) Subtenant is
not granted and shall not have any greater rights under this Sublease than
Sublandlord has under the Master Lease and (ii) Subtenant's rights and
obligations pursuant to the Master Lease shall commence upon the commencement
date of the term of this Sublease and terminate upon expiration of the Sublease
except as to acts, omissions or occurrences arising during the term of the
Sublease.
8. Landlord's Performance Under Master Lease
8.1 Subtenant recognizes that Sublandlord is not in a position to render
any of the services or to perform any of the obligations required of Sublandlord
by the terms of this Sublease. Therefore, notwithstanding anything to the
contrary contained in this Sublease, Subtenant agrees that performance by
Sublandlord of its obligations hereunder are conditional upon due performance by
the Landlord of its corresponding obligations under the Master Lease and
Sublandlord shall not be liable to Subtenant for any default of the Landlord
under the Master Lease. Subtenant shall not have any claim against Sublandlord
by reason of the Landlord's failure or refusal to comply with any of the
provisions of the Master Lease unless such failure or refusal is a result of
Sublandlord's act or failure to act. This Sublease shall remain in full force
and effect notwithstanding the Landlord's failure or refusal to comply with any
such provision of the Master Lease and Subtenant shall pay the base rent and
additional rent and all other charges provided for herein without any abatement,
deduction or setoff whatsoever. Notwithstanding the foregoing, if Landlord
defaults in any of its obligations under the Master Lease, Subtenant shall be
entitled to participate with Sublandlord in any action or proceeding undertaken
by Sublandlord in the enforcement of Sublandlord's rights against Landlord. If
Sublandlord elects not to take action or proceeding, whether legal action or
otherwise, for the enforcement of Sublandlord's rights against Landlord, it
shall notify Subtenant in writing and thereafter Subtenant shall have the right
to take such action or proceeding in its own name and for that purpose and only
to such extent, all the rights of Sublandlord under the Lease with respect to
the Subleased Premises shall be and are hereby conferred upon and assigned to
Subtenant, and Subtenant shall be subrogated to such rights to the extent they
apply to the Subleased Premises. Subtenant shall protect, defend, indemnify and
hold Sublandlord harmless from all claims, costs and liabilities, including
attorney' fees and costs, arising out of or in connection with any such action
or proceeding by Subtenant. Subtenant covenants and warrants that it fully
understands and agrees to be subject to and abide by all of the covenants,
agreements, terms, provisions and conditions of the Master Lease during the term
of this Sublease, except as modified herein.
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Furthermore, Subtenant and Sublandlord further covenant not to take any action
or do or perform any act to fail to perform any act which would result in the
failure or breach of any of the covenants, agreements, terms, provisions or
conditions of the Master Lease on the part of the Tenant thereunder.
8.2 Whenever the consent of Landlord shall be required by, or Landlord
shall fail to perform its obligations under, the Master Lease, Sublandlord
agrees to use its good faith efforts to obtain, at Subtenant's sole cost and
expense, such consent and/or performance on behalf of Subtenant.
8.3 Sublandlord represents and warrants to Subtenant that the Master Lease
is in full force and effect and that to its knowledge, neither the Landlord or
Sublandlord is now in breach of any provisions of said Master Lease and that the
rent and additional rent due thereunder has been paid through May 30, 1999.
8.4 Copies of any and all notices of default delivered to or from Landlord
and to or from Sublandlord concerning the Master Lease, shall be delivered to
Subtenant in accordance with Section 9.3 hereof within two (2) business days of
Sublandlord's delivery or receipt thereof, as the case may be.
9. Variations from Master Lease - The following covenants, agreements, terms,
provisions and conditions of the Master Lease are hereby modified or not
incorporated herein.
9.1 The parties hereto represent and warrant to each other that neither
party dealt with any broker or finder in connection with the consummation of
this Sublease other than Xxxxxx Commercial Realty, Inc. ("Xxxxxx"), and each
party agrees to indemnify, hold and save the other party harmless from and
against any and all claims for brokerage commissions or finder's fees, other
than to Xxxxxx, arising out of either of their acts in connection with this
Sublease. The provisions of this Section 9.1 shall survive the expiration or
earlier termination of this Sublease. Commission due to Xxxxxx is the subject of
a separate agreement and the responsibility of Sublandlord and Sublandlord shall
indemnify and hold Subtenant harmless from and against any claims, costs
(including reasonable attorneys' fees) or causes of actions arising from that
agreement.
9.2 Notwithstanding anything contained in the Master Lease to the
contrary, as between Sublandlord and Subtenant only, all insurance proceeds or
condemnation awards received by Sublandlord under the Master Lease shall be
deemed to be the property of Sublandlord.
9.3 Any notice which may or shall be given by either party hereunder shall
be either delivered personally, sent by certified mail, return receipt
requested, or by overnight express delivery, addressed to the party for whom it
is intended, (i) at the Subleased Premises to the attention of General Counsel
(if to the Subtenant), and (ii) if to Sublandlord to General Counsel, Akzo Nobel
Inc., 0 Xxxxxxxxxxx Xxxxxx, Xxxxx Xxxxx, XX 00000-0000, or to such other address
as may have been designated in a notice given in accordance with the provisions
of this Section 9.3.
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9.4 All amounts payable hereunder by Subtenant to Sublandlord shall be
payable directly to Sublandlord, as follows:
Checks payable to: Akzo Nobel Inc.
Checks mailed to: Akzo Nobel Inc.
AP/AR Department
000 Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
9.5 The provisions of Section 2.1, Article 24, Article 39 and Article 42
of the Master Lease shall not apply to this Sublease.
9.6 Sublandlord shall deliver and Subtenant shall accept the Subleased
Premises in their existing "as is" condition, as of the commencement date of
this Sublease.
9.7 Notwithstanding anything in Section 16.2 of the Master Lease to the
contrary, Subtenant shall be in default of the Sublease and Sublandlord may
thereupon immediately terminate the Sublease; (a) if Subtenant permits anything
to be done whether by action or inaction, contrary to any of Subtenants
obligations hereunder, including Subtenant's obligations to pay fixed annual
rent or additional rent or other charges under this Sublease, and if such
situation shall continue and shall not be remedied by Subtenant within fifteen
(15) days after Sublandlord shall have given to Subtenant a notice specifying
the same, or, in the case of a happening or default which cannot with due
diligence be cured within a period of fifteen (15) days and the continuation of
which for the period required for cure will not subject Sublandlord to the risk
of criminal liability (as more particularly described in Article 8 of the Master
Lease) or termination of the Master Lease, if Subtenant shall not, (i) within
said fifteen (15) day period advise Sublandlord of Subtenant's intention to duly
institute all steps necessary to remedy such situation, (ii) duly institute
within said fifteen (15) day period, and thereafter diligently and continuously
prosecute to completion all steps necessary to remedy the same and (iii)
complete such remedy within such time after the date of the giving of said
notice of Sublandlord as shall be necessary; or (b) whenever Subtenant shall
abandon the demised premises (unless as a result of a casualty) and such
abandonment shall continue for fifteen (15) days; or (c) whenever Subtenant
shall default in the due keeping, observing or performance of any covenant,
agreement, provision or condition of Article 5 of the Master Lease on the part
of Subtenant to be kept, observed or performed and if such default shall
continue and shall not be remedied by Subtenant within three (3) Business Days
after Subtenant receives a notice specifying the same.
9.8 In addition to any rights Sublandlord may have under the terms of the
Master Lease in the event of a default of this Sublease by Subtenant as provided
in Section 9.7 hereof, Sublandlord may enter upon and take possession of the
Premises by force if necessary and expel or remove Subtenant and any other
person who may be occupying said Premises or any part thereof, if necessary,
without being liable for prosecution or any claim of damages therefore and, if
Sublandlord so elects, relet the Premises on such terms as Sublandlord may deem
advisable.
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9.9 Sublandlord agrees that Subtenant shall have the right to use the
Building parking facilities pursuant to the terms of the Master Lease.
10. Signage - Subtenant shall coordinate directly with the Landlord for
directory signage at Subtenant's sole cost.
11. Indemnity -
11.1 Subtenant hereby agrees to protect, to defend, to indemnify and to
hold harmless Sublandlord from and against any and all liabilities, claims,
expenses, losses and damages, including, without limitation, reasonable
attorney's fees and disbursements, based upon any act or omission, occurring
during the term of this Sublease and which may at any time be asserted against
Sublandlord by (a) the Landlord for failure of Subtenant to perform any of the
covenants, agreements, terms, provisions or conditions contained in the Master
Lease which by reason of the provisions of this Sublease Subtenant is obligated
to perform, or (b) any person by reason of Subtenant's use and/or occupancy of
the Subleased Premises or negligent or intentional acts in or about the
Building. The provisions of this Section 11.1 shall survive the expiration or
earlier termination of the Master Lease and/or this Sublease.
11.2 Sublandlord hereby agrees to protect, to defend, to indemnify and to
hold harmless Subtenant from and against any and all liabilities, claims,
expenses, losses and damages, including, without limitation, reasonable
attorney's fees and disbursements, based upon any act or omission occurring
either prior to or after the term of this Sublease and which may at any time be
asserted against Subtenant by (a) the Landlord for failure of Sublandlord to
perform any of the covenants, agreements, terms, provisions or conditions
contained in the Master Lease other than those which by reason of the provisions
of this Sublease, Subtenant is obligated to perform, or (b) any person by reason
of Sublandlord's use and/or occupancy of the Subleased Premises or negligent or
intentional acts in or about the Building. The provisions of this Section 11.2
shall survive the expiration or earlier termination of the Master Lease and/or
this Sublease.
11.3 Subtenant in complying with its obligations to provide insurance
pursuant to Article 9 of the Master Lease must provide to Sublandlord and
Landlord satisfactory proof of valid insurance coverage by way of Certificates
of Insurance showing Sublandlord as an additional insured to all policies,
except Worker's Compensation, and further providing that, (i) such policies
shall not be materially altered or cancelled except upon at least thirty (30)
days prior written notice to Sublandlord, and (ii) such insurance is primary to
any insurance Sublandlord may have under the Master Lease.
12. Certificates - Subtenant shall at any time and from time to time as
requested by Sublandlord upon not less than ten (10) days prior written notice,
execute, acknowledge and deliver to Sublandlord a statement in writing
certifying that this Sublease is unmodified and in full force and effect (or if
there have been modifications that the same is in full force and effect as
modified and stating the modifications, if any) certifying the dates to which
rent and any other charges have been paid and stating whether or not, to the
knowledge of the person signing the
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certificate, Sublandlord is not in default beyond any applicable grace period
provided herein in performance of any of its obligations under this Sublease,
and if so, specify each such default of which Subtenant may have knowledge, it
being intended that any such statement delivered pursuant hereto may be relied
upon by others with whom Sublandlord may be dealing.
13. Assignment or Subletting - Subject further to all of the rights of the
Landlord under the Master Lease and the restrictions contained in the Master
Lease, Subtenant shall not be entitled to assign this Sublease or to sublet all
or any portion of the Subleased Premises without the prior written consent of
(i) Landlord as provided in the Master Lease and (ii) the Sublandlord, which
consent of Sublandlord shall not be unreasonably withheld or delayed. However,
the foregoing consent of Sublandlord shall not be required in the event
Subtenant sells all or substantially all of its assets or capital stock to
another entity and that successor entity has a net worth after the closing of
such transaction, equal to or greater than the net worth of Subtenant prior to
the closing of such transaction.
14. Captions and Definitions - Captions to the Sections in this Sublease are
included for convenience only, and are not intended and shall not be deemed to
modify or explain any of the terms of this Sublease.
15. Further Assurances - The parties hereto agree that each of them, upon the
request of the other party, shall execute and deliver, in recordable form if
necessary, such further documents, instruments or agreements and shall take such
further action that may be necessary or appropriate to effectuate the purposes
of this Sublease.
16. Governing Law - This Sublease shall be governed by and in all respects
construed in accordance with the internal laws of the State of New York.
17. Consent of Landlord - The validity of this Sublease shall be subject to the
Landlord's consent hereto pursuant to the terms of the Master Lease.
18. Entire Agreement; Waiver - This Sublease contains the entire agreement
between the parties hereto and shall be binding upon and inure to the benefit of
Sublandlord's respective heirs, representatives, successors and permitted
assigns. Any agreement hereinafter made shall be ineffective to change, modify,
waive, release, discharge, terminate or effect an abandonment hereof, in whole
or in part, unless such agreement is in writing and signed by the parties
hereto.
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SIGNATURE PAGE TO SUBLEASE AGREEMENT DATED AS OF MAY 11, 1999
IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be
executed as of the day and year first above written.
"Sublandlord":
Akzo Nobel CUSI, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx, Vice President
"Subtenant"
Interliant, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Co-Chairman
CONSENT OF MASTER LESSOR
Purchase Corporate Park Associates
By: ______________________________
Title: ___________________________
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EXHIBIT B
GENTLEMEN:
WE HEREBY OPEN OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR FOR THE
ACCOUNT OF (INSERT NAME), LOCATED AT (INSERT ADDRESS) IN THE AGGREGATE AMOUNT OF
USD ______ (UNITED STATES DOLLARS {.............} THOUSAND 00/100) AVAILABLE BY
PAYMENT OF YOUR DRAFT(S) AT SIGHT DRAWN ON OURSELVES WHEN ACCOMPANIED BY THE
FOLLOWING DOCUMENT(S):
A STATEMENT PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE OF AKZO NOBEL
INC. STATING THAT:
"I HEREBY CERTIFY THAT OUR DRAFT IN THE AMOUNT OF (INSERT AMOUNT) PRESENTED TO
(BANK NAME) UNDER LETTER OF CREDIT NO. (INSERT LETTER OF CREDIT NUMBER)
REPRESENTS FUNDS DUE US AS (INSERT NAME) IS IN DEFAULT OF IT'S OBLIGATIONS
PURSUANT TO A SUBLEASE DATED MAY ____, 1999 (THE "SUBLEASE") BETWEEN AKZO NOBEL
CUSI INC. ("SUBLANDLORD") AND INTERLIENT, INC. ("SUBTENANT").
THIS IRREVOCABLE LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR
UNDERSTANDING. THIS UNDERTAKING SHALL NOT IN ANY WAY BE MODIFIED, AMENDED, OR
AMPLIFIED BY REFERENCE TO ANY DOCUMENT OR CONTRACT REFERRED TO HEREIN.
IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL TERMINATE ON JULY 30,
2002.
WE HEREBY AGREE WITH YOU THAT DRAFT(S) DRAWN UNDER AND IN COMPLIANCE WITH THE
TERMS AND CONDITIONS OF THIS CREDIT SHALL BE DULY HONORED IF PRESENTED TOGETHER
WITH DOCUMENT(S) AS SPECIFIED AND THE ORIGINAL OF THIS CREDIT, AT OUR OFFICE
LOCATED AT (BANK ADDRESS) ON OR BEFORE THE ABOVE STATED EXPIRY DATE. DRAFT(S)
DRAWN UNDER THIS CREDIT MUST SPECIFICALLY REFERENCE OUR CREDIT NUMBER.
EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THIS LETTER OF CREDIT IS SUBJECT TO
THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, ESTABLISHED BY THE
INTERNATIONAL CHAMBER OF COMMERCE, AS IN EFFECT ON THE DATE OF ISSUANCE OF THIS
CREDIT.
SINCERELY,
____________________________________
AUTHORIZED SIGNATURE OF BANK OFFICER
