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EXHIBIT 10.23
BARCLAYS
London Corporate Banking
XX Xxx 00000
00 Xxxx Xxxx
Xxxxxx XX0X 0XX
Tel 000 0000 0000
Fax 000 0000 0000
Xxxxxxxxx, Xxxxxx & Xxxxxxxx, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx
XX00000
6th March, 2000
Dear Sirs,
We refer to:
(a) the Pound Sterling 80,000,000 credit agreement dated 8th July, 1999
between (among others) Independent Energy UK Limited (the "BORROWER")
and us as Ancillary Bank (the "CREDIT AGREEMENT"); and
(b) the letter of credit (in the attached form) that the Borrower has
requested us to issue today under the Ancillary Facility (the "POOL
LC").
Terms defined or used in the Credit Agreement have the same meaning in this
letter unless the context otherwise requires or they are otherwise defined in
this letter, and Clause 1.2 (Construction) of the Credit Agreement shall apply
to this letter as if it were set out in it with any references to (or including)
the Credit Agreement being references to this letter.
We (the "BANK"), you ("DLJ") and the Obligors, by our/their respective signature
or countersignature of this letter (or a copy of it), agree that:
1. REIMBURSEMENT
(a) Subject to paragraph (b) below, DLJ shall reimburse the Bank, within one
business day following written demand, for each and any amount demanded
of, or paid by, the Bank in accordance with the terms of the Pool LC;
provided, however, that in no event shall DLJ be required to reimburse
the Bank an amount in excess of Pound Sterling 60 million less all
amounts
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applied pursuant to clause 2(c)(ii) to cash collateralise the Pool LC.
Each reimbursement by DLJ shall be accompanied by a payment of interest
on the amount paid by DLJ for the period from the business day following
any demand thereof to but not including the date of payment by DLJ at
the rate specified in clause 4(c).
(b) DLJ shall not be obliged to make payment under paragraph (a) above if
and for so long as any of the following events is subsisting:
(i) a breach by the Bank of its obligations under paragraphs 2(b)-(d)
(inclusive) and 3(a) below;
(ii) a breach by the Bank of its obligations under paragraph 8(a)(iii)
below; and
(iii) a breach by the Bank of its obligations under paragraph 8 below
which has given rise to:
(A) a change to any Security Document (other than a change
that is not adverse to the Ancillary Bank or DLJ);
(B) an increase in the maximum permitted principal
outstandings under the Finance Documents where the amount
of that increase exceeds:
(I) Pound Sterling 10,000,000 in aggregate for all of
the Finance Documents; or
(II) Pound Sterling 5,000,000 for the Ancillary Facility
Letter;
(C) any change in the scope or nature of the rights given by
the Finance Documents to the Ancillary Bank in its
capacity as such (and accordingly not given to each of the
Banks); or
(D) any amendment or waiver of the Ancillary Bank's rights
where that amendment or waiver is given after the Agent
has given any notice under Clause 21.18 (Acceleration etc)
of the Credit Agreement.
For the avoidance of doubt, any of the above events shall cease to be
"subsisting" for the purposes of the above if action is taken such that
DLJ is left or put in effectively no worse a position than it would have
been in if the relevant event had not occurred (such as the subsequent
payment of an amount that was not paid when due or the reversal of a
transaction or its effects), even if the breach in question is incapable
of being remedied because the due date for performance has passed.
2. SUBROGATION AND DEMAND
(a) Upon making a payment (and provided that all amounts then payable by DLJ
under this letter have been paid in full), DLJ shall automatically and
immediately be subrogated to all of the Bank's rights, claims and
securities arising or held in respect of the relevant
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payment or demand under the Pool LC, including without limitation the
Bank's rights and claims:
(i) under the Ancillary Facility Letter and the reimbursement and/or
counter-indemnity provisions contained therein and given by the
Borrower in respect of the Pool LC;
(ii) arising by way of counter-indemnity under the general law;
(iii) against the Guarantor under the Credit Agreement in respect of
the Borrower's obligations referred to in paragraph (i) above;
and
(iv) in respect of the Security Interests and other rights conferred
by the Security Documents.
For the avoidance of doubt, DLJ shall not have or be entitled to
exercise any such right of subrogation to the extent that doing so would
result in double-counting with any recovery under paragraph 3 below.
(b) The Bank shall make demand on the Borrower under the Ancillary Facility
for:
(i) reimbursement of any amount paid by the Bank under the Pool LC
(or repayment of any advance made by the Bank to fund any such
amount); and/or
(ii) payment of interest accrued and owing on any Such amount (or on
any advance made by the Bank to fund any Such amount),
immediately upon:
(A) DLJ requesting it to do so by written notice at any time when any
amount of a kind referred to in paragraphs (i) and (ii) above is
outstanding;
(B) the expiry or cancellation of the Pool LC;
(C) the termination of DLJ's obligations under paragraph 1, as set
forth in paragraph 9; and
(D) the date of receipt by the Bank of notice from DLJ or the
Borrower that the Borrower has received the proceeds of an equity
or subordinated debt issue of the Borrower to the Guarantor (the
"EQUITY PROCEEDS") which has been funded with the proceeds of any
equity issue by the Guarantor as contemplated in the Ancillary
Facility Letter; provided, however, that any demand under this
clause (D) shall not exceed the relevant Equity Proceeds.
The Borrower shall promptly give notice to the Bank as contemplated by
paragraph (D) above. For the avoidance of doubt, the terms of any
subordinated debt contemplated by
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paragraph (D) above shall provide that the holder of that subordinated
debt shall not be entitled to payment, and shall not seek to enforce any
right or commence any proceedings to recover any amount payable under
that debt, for as long as any Secured Liability remains outstanding.
(c) The Bank acknowledges, without prejudice to the Borrower's payment
obligations under paragraph 2(b) above, that the Borrower may, and the
Borrower undertakes that it will, pay the Equity Proceeds, within one
business day following receipt thereof, to the Bank who shall apply them
in the following manner:
(i) first, (to the extent Sufficient) in:
(A) reimbursement of any amount paid by the Bank under the
Pool LC (or repayment of any advance made by the Bank to
fund any such amount); and/or
(B) payment of interest accrued and owing on any such amount
(or on any advance made by the Bank to fund any such
amount); and
(ii) secondly, to cash collateralise the Pool LC up to the undrawn
face amount of the Pool LC, whereupon DLJ shall be irrevocably
released and discharged from its obligations to the Batik under
paragraph 1 above in a sum equal to the amount of such cash
collateralisation as contemplated by the proviso contained in
paragraph 1(a).
(d) The Bank, in its capacity as the Ancillary Bank, agrees that it shall,
to the extent requested by DLJ, instruct the Agent to (i) take all
actions permitted pursuant to Section 21 of the Facility Agreement and
(ii) (to the extent that the Agent is lawfully able to do so) enforce
the security conferred by the Security Agreement, in each case, upon the
written request of DLJ given at any time at or following a default by
the Borrower in its obligation to make payment to the Bank following a
demand pursuant to paragraph 2(b) above.
(e) Each of the Obligors acknowledges and agrees to paragraphs (a), (b), (c)
and (d) above, but has no rights under or in respect of this letter.
(f) Without prejudice to clause (d) above, the Bank shall, in its own name,
do all things reasonably required by DLJ in order to protect and enforce
any rights which it may have against the Obligors as a result of the
subrogation contemplated by paragraph (a) above, provided that:
(i) with respect to any action in respect of such subrogation, the
Batik is not obliged to take any action which might, in its
opinion, cause it to incur any liability without its first having
been indemnified to its satisfaction by DLJ; and
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(ii) nothing in this paragraph (f) shall impose any obligation oil the
Bank to take any action or to refrain from taking any action
where to do may reasonably be regarded as being materially
detrimental to the Bank.
3. RECOVERIES
(a) Subject to the following provisions of this paragraph (a) (and except to
the extent that payment under this paragraph would result in
double-counting with any recovery under paragraph 2 above), the Bank
shall within one business day following receipt thereof, pay to DLJ an
amount equal to each amount paid by any of the Obligors to the Bank in
or towards satisfaction of any amount owing to the Bank by way of:
(i) reimbursement of any amount paid by the Bank under the Pool LC
(or repayment of any advance made by the Bank to fund any such
amount); or
(ii) interest accrued on any such amount (or on any advance made by
the Bank to fund any such amount).
Each such payment shall be accompanied by a payment of interest on the
amount paid by the Bank for the period from the business day following
receipt thereof to but not including the date of payment by the Bank at
the rate specified in clause 4(c). The Bank shall not be obliged to make
payment under this paragraph (a) if and for so long as any breach of any
obligation under paragraphs 1, 4(a) or 4(c) is subsisting. For the
avoidance of doubt, any of the above events shall cease to be
"subsisting" for the purposes of the above if action is taken such that
the Bank is left or put in effectively no worse a position than it would
have been in if the relevant event had not occurred (such as the
subsequent payment of an amount that was not paid when due or the
reversal of a transaction or its effects), even if the breach in
question is incapable of being remedied because the due date for
performance has passed.
(b) The Bank's obligations under this letter are in addition to and are not
in any way prejudiced by any collateral or other security now or
subsequently held by DLJ or any Security Interest to which DLJ may be
entitled.
(c) Where any discharge of the Bank's obligations under this Clause 3 is
made in whole or in part or any arrangement is made on the faith of any
payment, security or other disposition which is avoided or must be
restored on insolvency, liquidation or otherwise in respect of the Bank,
without limitations the liability of the Bank under this letter shall
continue as if the discharge or arrangement had not occurred. DLJ may
concede or compromise any claim that any payment, security or other
disposition is liable to avoidance or restoration.
(d) The Bank need not exercise any set-offs or other rights or claims
available to it.
(e) If the Bank applies any amount in or towards satisfaction of an
Obligor's obligations under the Ancillary Facility Letter and the Bank
is, as a result of the application or any payment to the Bank giving
rise to the application, obliged by law to make any payment
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to any person, then DLJ shall, upon demand by the Bank, repay to the
Bank any amount paid to DLJ as a result of the application.
(f) If under any pro rata sharing, loss-sharing or similar clause in the
Finance Documents, the Bank, in its capacity as Ancillary Bank, is
obliged:
(i) to pay a sum received under the Ancillary Facility Letter to
other lenders or their agent under the Finance Documents; or
(ii) otherwise to share any receipts or recoveries by the Bank under
the Ancillary Facility Letter,
then the Bank shall not be deemed for the purposes of this letter to
have received any sum from an Obligor to the extent of that payment or
sharing.
(g) Subject to paragraphs 2(c) above and (h) below, if the Bank receives an
amount that may be applied in discharging amounts outstanding under the
Ancillary Facility Letter (excluding, for the avoidance of doubt, any
amount received by it in its capacity as a Bank under the Credit
Agreement) at a time when the aggregate amount (excluding any interest)
paid by DLJ under paragraph 1 above exceeds the aggregate amount
(excluding any interest) paid by the Bank under paragraph 3 above, the
Bank shall apply the amount received against amounts outstanding under
the Ancillary Facility Letter pro rata as between amounts owing as a
result of payments made by it made under the Pool LC and other principal
amounts outstanding under the Ancillary Facility Letter.
(h) Without limiting paragraph 2(c) above, the Bank shall apply any amount
paid to it by the Borrower at any time before the earliest of the Agent
giving any notice under Clause 21.18 (Acceleration etc) of the Credit
Agreement, the commencement of enforcement of any security conferred by
the Finance Documents and any demand being made on the Borrower under
the Ancillary Facility Agreement in:
(i) reimbursement of any amount paid by the Bank under the Pool LC
(or repayment of any advance made by the Bank to fund any such
amount); or
(ii) interest accrued on any such amount (or on any advance made by
the Bank to fund any such amount),
if and to the extent that:
(A) the relevant amount may be applied in discharging amounts
outstanding under the Ancillary Facility Letter and was not
received by the Bank in its capacity as a Bank under the Credit
Agreement; and
(B) the Borrower expressly requires it to be so applied by written
notice given not less than one day and not more than 5 days
before the time the amount is paid to the Bank.
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4. PAYMENTS
(a) All payments by DLJ shall be made to Such bank account as the Bank may
specify in the relevant demand, without deduction for tax or otherwise
and without set-off or counterclaim.
(b) All payments by the Bank shall be made to such bank account as DLJ may
specify in writing to the Bank prior to such payment, without deduction
for tax or otherwise and without set-off or counterclaim.
(c) If either party fails to pay any amount payable by it under this letter
when due, it shall forthwith on demand by the other party, pay interest
on the overdue amount from the due date up to the actual date of
payment, from day to day as well after as before judgment at a rate
calculated on a daily basis and determined by that other party to be 1%
per annum above the rate at which leading banks in the London Interbank
Market offer overnight deposits on each such date in an amount equal to
the overdue amount. Default interest will be compounded at the end of
each day.
5. NATURE OF OBLIGATIONS
(a) For the purposes of this letter, DLJ unconditionally and irrevocably:
(i) authorises and directs the Bank to pay any demand under and in
accordance with the Pool LC without requiring proof of the
Borrower's or DLJ's agreement that the amounts so demanded or
paid are or were due and notwithstanding that the Borrower and/or
DLJ may dispute the validity of any such request, demand or
payment;
(ii) confirms that the Bank deals in documents only and shall not be
concerned with the legality of the claim or any other underlying
transaction or any set-off, counterclaim or defence as between
the Borrower and the beneficiary of the Pool LC; and
(iii) agrees that the Bank need not have any regard to the sufficiency,
accuracy or genuineness of any such demand or any certificate or
statement in connection with any such demand or any incapacity of
or limitation upon the powers of any person signing or issuing
any such demand, certificate or statement which appears on its
face to be in order and the Bank may assume that any such demand,
certificate or statement which appears on its face to be in order
is correct and properly made.
(b) DLJ waives any right it may have of first requiring the Bank to proceed
or enforce any rights or security against, claim payment from, or file
any proof or claim in any insolvency proceedings of, any person before
claiming from DLJ under this letter.
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(c) Without limiting paragraph l(b) above, DLJ's obligations under this
letter shall not be affected by any act, omission, matter or thing
which, but for this provision, might reduce, release or prejudice any of
its obligations under this letter in whole or in part, including without
limitation and whether or not known to it:
(i) any time or waiver granted to or composition with the beneficiary
of the Pool LC, any Obligor, or any other person (unless the Bank
knowingly granted that time or waiver, or knowingly entered into
that composition, Without DLJ's consent);
(ii) the taking, variation, compromise, exchange, renewal or release
of, or refusal or neglect to perfect, take up or enforce, any
rights against, or security over assets of, any Obligor or other
person or any non-presentation or nonobservance of any formality
or other requirement in respect of any instrument or any failure
to realise the full value of any security;
(iii) any incapacity or lack of powers, authority or legal personality
of or dissolution or change in the members or status of the
beneficiary of the Pool LC, any Obligor or any other person;
(iv) any variation (however fundamental) or replacement of a Finance
Document;
(v) any unenforceability, illegality, invalidity or frustration of
ally obligation of any person under any Finance Document or any
other document or security (other than this letter), or any
failure of any Obligor to become bound by the terms of any
Finance Document; and
(vi) any postponement, discharge, reduction, non-provability or other
similar circumstance affecting any obligation of any Obligor
under a Finance Document resulting from any insolvency,
liquidation or dissolution proceedings or from any law,
regulation or order.
(d) DLJ's obligations under this letter are a continuing security and in
addition to and are not in any way prejudiced by any collateral or other
security now or subsequently held by the Bank or any Security Interest
to which the Bank may be entitled.
(e) Where any discharge (whether in respect of the obligations of any
Obligor or any security for those obligations or otherwise) is made in
whole or in part or any arrangement is made on the faith of any payment,
security or other disposition which is avoided or must be restored on
insolvency, liquidation or otherwise in respect of the Obligors without
limitation, the liability of DLJ under this letter share continue as if
the discharge or arrangement had not occurred. The Bank may concede or
compromise any claim that any payment, security or other disposition is
liable to avoidance or restoration.
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6. STATUS OF PARTICIPATION
(a) The Bank does not transfer or assign any rights or obligations under the
Finance Documents and DLJ will, subject to the provisions of paragraph 2
and 3 above, have no proprietary interest in the benefit of the Finance
Documents or in any monies received by the Bank under or in relation to
the Finance Documents.
(b) Nothing in this letter constitutes the Bank as agent, fiduciary or
trustee for DLJ.
(c) Without limiting its express obligations under this letter, the Bank
may, without responsibility to DLJ:
(i) exercise or refrain from exercising any or all of its rights,
powers and discretions arising under or in connection with the
Finance Documents;
(ii) perform any other acts under the Finance Documents as it in its
discretion sees fit.
(d) The Bank does not make any representation or warranty in relation to,
and is not responsible to DLJ for:
(i) the execution, genuineness, validity, enforceability or
sufficiency of any Finance Document or any other document;
(ii) the collectability of amounts payable under any Finance Document;
or
(iii) the accuracy of any statements (whether written or oral) made in
or in connection with any Finance Document.
(e) DLJ confirms that it:
(i) has made its own independent investigation and assessment of the
financial condition of each Obligor and its related entities in
connection with this letter and has not relied on any information
provided to it by the Bank in connection with this letter or any
Finance Document; and
(ii) will continue to make its own independent appraisal of the
creditworthiness of each Obligor and its related entities.
(f) Without prejudice to any liability the Bank may have for breach of this
letter, if any Obligor fails to perform any of its obligations under any
Finance Document, DLJ shall have no recourse to the Bank in respect of
that failure and by this letter the Bank notifies DLJ and DLJ
acknowledges that the Bank shall not be required to reimburse DLJ for,
or otherwise be responsible for, or assure DLJ against, any loss
suffered by DLJ as a result of this letter.
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7. MISCELLANEOUS
(a) Each of the Bank and DLJ represents and warrants to the other that:
(i) it has the power to enter into and perform, and has taken all
necessary action to authorise the entry into, performance and
delivery by it of this letter and the transactions contemplated
by this letter;
(ii) this letter constitutes its legal, valid and binding obligation
enforceable in accordance with its terms; and
(iii) all authorisations required or desirable to be obtained by it in
connection with the entry into, performance, validity and
enforceability of this letter and the transactions contemplated
by this letter have been obtained or effected and are in full
force and effect.
(b) The Bank represents and warrants to DLJ that the entry into and
performance of this letter and the amendments to the Finance Documents
made on the date of this letter, and the transactions contemplated by
them, have been approved by all required Finance Parties and do not
contravene the Finance Documents.
(c) Neither the Bank nor DLJ may assign, transfer, novate, encumber, or
dispose of all or any of its interest in, or its rights and/or
obligations under, this letter without the prior consent of the other.
(d) The respective rights of the Bank and DLJ under this letter may be
exercised as often as necessary, are cumulative and not exclusive of its
rights under the general law, and may be waived only in writing and
specifically, Delay in exercising or non-exercise of any such right is
not a waiver of that right.
(e) If a provision of this letter is or becomes illegal invalid or
unenforceable in any jurisdiction, that shall not affect the validity or
enforceability in that jurisdiction of any other provision of this
letter; or the validity or enforceability in other jurisdictions of that
or any other provision of this letter.
(f) All notices, demands and other communications under this letter must be
in writing and shall only be valid and effective if received at the
following respective addresses or fax numbers and marked for the
attention of the persons named below:
DLJ
Address: 000 Xxxx Xxxxxx
Xxx Xxxx
XX00000
Fax: 000 000 000 0000
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Attention: Xxxxxxx Xxxxx/Xxxxxxx Xxxxxxx
The Bank
Address: 0 Xxxxx Xxxxxxxxx
Xxxxxx Xxxxx
Xxxxxx X00 0XX
Fax: 0000 000 0000
Attention: Xxxxx Xxxxxxxxx/Xxxxxx Xxx
(g) This letter (and the agreement set out in it) may be amended only in
writing with the consent of both the Bank and DLJ.
8. AMENDMENT OF ANCILLARY FACILITY AGREEMENT
(a) Save for any amendments or waivers that have become effective on or
prior to the date of this letter:
(i) the Batik will not amend, waive, modify, terminate or otherwise
alter the Ancillary Facility Letter without DLJ's prior written
consent; and
(ii) the Bank will not consent to any amendment, waiver, modification,
termination or other alteration of any other Finance Document
that would be adverse to DLJ (taking into account DLJ's right of
subrogation pursuant to paragraph 2) without DLJ's prior written
consent (such consent not to be unreasonably withheld); and
(iii) the Bank will not approve the terms of any subordinated loan as
contemplated by paragraph 7 of the Ancillary Facility Letter
without DLJ's prior written consent.
DLJ shall respond promptly to any request made by the Bank in this
regard, and shall be deemed to have agreed with any decision or action
taken by the Bank in respect of any specific request sent to DLJ in
accordance with paragraph 7(f) above unless the Bank is notified in
writing that it does not agree to the request within 5 business days
after the date on which the request is received at the above address or
fax number.
(b) The Bank, DLJ and each Obligor all acknowledge and agree that neither
the Ancillary Facility Letter nor any of the other Finance Documents may
be amended, waived, modified, terminated or otherwise altered except in
writing in accordance with its terms (and paragraph (a) above shall be
construed accordingly). The Borrower undertakes that it will use all
reasonable endeavours to minimise the number of amendment or waiver
requests (if any) it makes whilst this letter is in force.
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9. TERMINATION.
(a) DLJ's obligations under paragraph 1 above shall terminate on the first
date following the earlier to occur of:
(i) the fifth business day after receipt by the Bank of written
notice (expressly referring to this paragraph 9) from DLJ that
the Bank has failed to pay an amount payable under paragraph 3(a)
above (provided that the Bank has in fact failed to pay such an
amount and does not pay it on or before that fifth business day);
and
(ii) close of business on 7th June, 2000.
(b) This letter shall terminate on the first date following the earliest of:
(i) the expiry or cancellation of the Pool LC;
(ii) close of business on 7th June, 2000; and
(iii) the date on which no further amount is capable of being demanded
under paragraph 1 above (taking into account the terms of the
proviso contained in that paragraph),
or, if later, the first date on which all amounts funded by DLJ pursuant
to Clause 1 have been paid in full.
(c) Any termination under paragraph (a) or (b) above shall be without
prejudice to the pre-existing rights and obligations of the Bank and
DLJ.
10. GOVERNING LAW
This letter is governed by English law.
11. JURISDICTION AND SERVICE OF PROCESS
(a) DLJ agrees, for the benefit of the Bank, that the courts of England have
jurisdiction to settle any disputes in connection with this letter and
accordingly submits to the Jurisdiction of the English courts.
(b) DLJ waives objection to the English Courts on grounds of inconvenient
forum or otherwise as regards proceedings in connection with this letter
and agrees that a judgment or order of an English court in connection
with this letter is conclusive and binding on it and may be enforced
against it in the courts of any other jurisdiction.
(c) Nothing in this letter limits the right of the Bank to bring proceedings
in connection with this letter in any other Court of competent
jurisdiction or concurrently in more than one jurisdiction.
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Yours faithfully,
...............................
For and on behalf of
BARCLAYS BANK PLC
We agree to the above
............................... ...............
For and on behalf of Date
XXXXXXXXX, XXXXXX & XXXXXXXX, INC.
.................................................... ...............
For and on behalf of Date
INDEPENDENT ENERGY UK LIMITED
.................................................... ...............
For and on behalf of Date
INDEPENDENT ENERGY HOLDINGS PLC
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ATTACHMENT
To: Energy Pool Funds Administration Limited
Xxxx 000
000 Xxxx Xxxxxx
Xxxxxx XX0 0XX
Date: 6th March 2000
Dear Sirs,
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER [ENDC ]
1. At the request of the Company (whose registered office is at Xxxxxxxxx
Xxxxx, 0xx Xxxxx, Xxxxxxxx Court, Solihull, West Midlands, B91 2AA) the
Bank issue this irrevocable Standby Letter of Credit in your favour for
an aggregate amount of Pound Sterling60,000,000 (Sixty Million Pounds
Only).
2. In this Standby Letter of Credit all terms defined in Appendix 1 have
the meaning given to them in Appendix 1.
3. Upon the Bank receiving a written demand from you certifying that
either:
(a) the Company owes you, under or in respect of the Agreement, the
amount demanded and has failed to pay that amount to you when
due; or
(b) the claim is being made under section 15.5, section 16.2 or
section 21 of Schedule 11 to the Agreement,
the Bank will, within one Business Day, pay the amount demanded to the
account nominated by you in your demand.
4. The cumulative aggregate amount that may be demanded under this Standby
Letter of Credit shall not exceed the amount specified in paragraph 1
above.
5. No demand may be presented under this Standby Letter of Credit after
3.00 p.m. (London time) on 6th June 2000. All such demands shall be made
in writing (which shall not include fax, telex, cable or similar forms
of communication) and shall be effective upon actual receipt by [Pall
Mall ] at [ ] or such other office as the Bank may from time to time
notify to you in writing for this purpose.
6. Partial drawings and multiple drawings are allowed under this Standby
Letter of Credit.
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7. This Standby Letter of Credit is irrevocable, is not transferable and
constitutes an obligation to make payments against documents. It is
subject to Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce publication No. 500 and
shall be governed by and construed in accordance with English law.
Yours faithfully,
....................
For and on behalf of
BARCLAYS BANK PLC
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APPENDIX 1
DEFINITIONS
"Bank" means Barclays Bank PLC.
"Business Day" means a day (other than a Saturday or a Sunday) on
which banks are open for business in London.
"Company" Independent Energy UK Limited.
"Agreement" Pooling and Settlement Agreement for the Electricity
Industry in England and Wales, dated 30th March, 1990.
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