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EXHIBIT 10.1
FORM OF LETTER OF CREDIT
Irrevocable Standby Letter of Credit Number:_________________________
___________________ , 1999
Beneficiary Applicant
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TIC Acquisition LLC The Irvine Company
000 Xxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000 Xxxxxxx Xxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, SVP & Treasurer Attn: Xxxxxx X. Xxxxxx,
SVP & Treasurer
Amount
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USD $350,000,000.00
Three Hundred Fifty Million
and 00/100 U.S. Dollars
Expiration
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_________, 1999, At Our
Counters
We hereby issue our Irrevocable Letter of Credit in your favor for the account
of: The Irvine Company, 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx
00000, for a sum or sums not exceeding the aggregate sum of Three Hundred
Fifty Million and 00/100 U.S. Dollars (U.S. $350,000,000.00) available by your
sight drafts drawn on Bank of America NT & SA, 000 Xxxxx Xxxxxxx, 00xx Xxxxx,
Xxx Xxxxxxx, Xxxxxxxxxx 00000, accompanied by the following documents:
Beneficiary's signed certificate stating the following:
"TIC Acquisition LLC ("TICALLC") certifies that the proceeds
obtained upon funding of the draft presented hereby will be
applied by TICALLC only to the merger consideration payable by
TICALLC to Nonaffiliated Shareholders (as defined in the
Preliminary Proxy Statement of Irvine Apartment Communities,
Inc. filed with the Securities and Exchange Commission on
February 25, 1999) in connection with the merger
between Irvine Apartment Communities, Inc. and TICALLC."
Partial drawings are permitted.
We hereby agree with you that drafts drawn under and in compliance with this
credit shall be duly honored upon presentation to our office as specified above.
This credit is subject to the Uniform Customs and Practice for documentary
credits (1993 revision), International Chamber of Commerce Publication No. 500.
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Authorized Signer Authorized Signer
