AGREEMENT FOR STANDBY LETTER OF CREDIT
Exhibit 10.2
In consideration of your issuance of an irrevocable letter of credit (the “Credit”)
substantially in accordance with the terms and conditions provided by the undersigned (the
“Applicant”) on the Application attached hereto or as otherwise requested by Applicant in writing,
Applicant unconditionally agrees with you (“Citibank”) as
follows. attached hereto, (the
“Application”), the undersigned (the “Applicant”), unconditionally agrees with you
(“Citibank”) as follows:
1. Reimbursement.
Applicant will pay Citibank the amount of each draft or other request for
payment (each, a “Draft”) drawn under the Credit whether drawn before, on or, if in accordance with
applicable law, after the expiry date stated in the Credit. Each such payment shall be made, (a) in
the case of a time Draft or deferred payment obligation, without demand and sufficiently in advance
of its maturity to enable Citibank to arrange for its cover in same day funds to reach the place
where it is payable no later than the date of its maturity, and (b) in the case of a sight Draft,
on demand.
2. Commissions, Fees, Charges and Expenses. Applicant will pay Citibank (a)
commissions, fees and other charges on the Credit (for so long as Citibank shall be obligated under
the Credit in accordance with applicable law) at such rates and times as Applicant and Citibank may
agree in writing or, in the absence of such an agreement, in accordance with Citibank’s
commissions, fees and other charges then in effect, payable on demand, and (b) on demand, all
expenses which Citibank may pay or incur in connection with the Credit.
3. Payments; Interest on Past Due Amounts; Computations. All amounts due from
Applicant shall be paid to Citibank at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other
address notified to Applicant in writing), without defense, set-off,
cross-claim, or counterclaim of
any kind, in United States Dollars and in same day funds, provided, however, that if any such
amount is denominated in a currency other than United States Dollars, Applicant will pay the
equivalent of such amount in United States Dollars computed at Citibank’s selling rate for cable
transfers to the place where and in the currency in which such amount is payable, or such other
currency, place, form and manner acceptable to Citibank in its sole discretion. Any amount not paid
when due shall bear interest until paid in full at a daily
fluctuating interest rate per annum
equal to two percent per annum above the rate of interest announced publicly from time to time by
Citibank in New York as Citibank’s Base
Rate, Applicant authorizes Citibank to charge any account of Applicant for any amount when due.
Unless otherwise agreed in writing as to the Credit all computations of commissions, fees and
interest shall be based on a 360-day year and actual days elapsed.
4. Additional Costs. If Citibank determines that the introduction or effectiveness of, or any
change in, any law or regulation or compliance with any guideline or request from any central
bank or other governmental or quasi-governmental authority (whether or not having the force of
law) affects or would affect the amount of capital or reserves required or expected to be
maintained by Citibank or any corporation controlling Citibank and Citibank determines that the
amount of such capital or reserve is increased by or based upon the existence of the Credit, then
Applicant shall pay Citibank on demand from time to time additional amounts sufficient in
Citibank’s judgment to compensate for the increase. Citibank’s certificate as to amounts due
shall be conclusive, in the absence of manifest error.
5. Taxes.
All payments made to Citibank shall be made free and clear of and without deduction
for any present or future taxes, levies, imposts, deductions,
charges, or withholdings, and all
related liabilities, excluding income and franchise taxes imposed by the jurisdiction of
Citibank’s head office or the office issuing the Credit or any of its political subdivisions (all
non-excluded taxes, levies, imposts, deductions, charges, with-holdings and liabilities are called
“Taxes”). If any Taxes shall be required by law to be deducted from or in respect of any sum
payable under this Agreement, (a) the sum payable under this Agreement shall be increased as may
be necessary so that after making all required deductions Citibank receives an amount equal to
the sum Citibank would have received had no such deductions been required, (b) Applicant shall be
responsible for payment of the amount to the relevant taxing authority, (c) Applicant shall
indemnify Citibank on demand for any Taxes paid by Citibank and any liability (including
penalties, interest and expenses) arising from its payment or in respect of such Taxes, whether
or not such Taxes were correctly or legally asserted, and (d) Applicant shall provide Citibank
with the original or a certified copy of the receipt evidencing each Tax payment within 30 days
of the tax payment date.
6. Indemnification. Applicant will indemnify and hold Citibank and its officers, directors,
affiliates, employees attorneys and agents (each, an “Indemnified Party”) harmless from and against
any and all claims, liabilities, losses, damages, costs and expenses including, without limitation,
reasonable attorneys’ fees and disbursements, other dispute resolution expenses (including fees and
expenses in
Page 1 of 7
preparation for a defense of, any investigation, litigation or proceeding) and costs of
collection that arise out of or in connection with or by reason of:(a) the issuance of the Credit,
(b) any payment or action taken or omitted to be taken in connection with the Credit (including any
action or proceeding seeking (i) to restrain any drawing under the Credit, (ii) to compel or
restrain the payment of any amount or the taking of any other action under the Credit, (iii) to
compel or restrain the taking of any action under this Agreement, or (iv) to obtain similar relief
(including by way of interpleader, declaratory judgment, attachment, or otherwise), regardless of
who the prevailing party is in any such action or proceeding (c) the enforcement of this Agreement,
or (d) any act or omission, whether rightful or wrongful, of any
present or future de jure or de
facto government or governmental authority or any other cause beyond Citibank’s control, except to
the extent such claim, liability, loss, damage, cost or expense is found in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross
negligence or willful misconduct. Applicant will pay on demand from time to time all amounts owing
under this section.
7. Obligations Absolute: Limitations of Liability. (a) Applicant’s obligations under
this Agreement (the “Obligations”) shall be unqualified, irrevocable and payable in the
manner and method’ provided for under this Agreement irrespective of any one or more of the
following circumstances: (i) any lack of validity or enforceability of this Agreement, the
Credit, or any other agreement, application, amendment, guaranty, document, or
instrument relating thereto, (ii) any change in the time, manner or place of payment of or in any
other term of all or any of the Obligations of Applicant or the obligations of any person or entity
that guarantees the Obligations, (iii) the existence of any claim, set-off, defense or other right
that Applicant may have at any time against any beneficiary or any transferee of the Credit (or any
person or entity for whom any such beneficiary or transferee may be acting), Citibank or any other
person or entity, whether in connection with any transaction contemplated by this Agreement or any
unrelated transaction, or any claim by Citibank or Applicant against
the beneficiary of the Credit
for breach of warranty, (iv) any exchange, release or non-perfection of any Property (as hereafter
defined) or other collateral, or release or amendment or waiver of or consent to departure from the
terms of any guarantee or security agreement, for all or any of the Obligations, (v) any Draft,
or other document presented under the Credit being forged, fraudulent, invalid, or insufficient or
any statement therein being untrue or inaccurate, (vi) any failure by Citibank to issue the
Credit (or any amendment) as requested, unless Citibank receives written notice from Applicant of
such error within three business days after Applicant shall have received a copy of the Credit (or
such amendment) and such error is material and consequential, (vii) any previous Obligation,
whether or not paid, arising from Citibank’s payment against any Draft, certificate
or other document which appeared on its face to be signed or presented by the proper party but
was in fact signed or presented by a party posing as the proper party, (viii) payment by Citibank
under the Credit against presentation of a Draft or other document that does not comply with the
terms and conditions of the Credit unless Citibank receives written notice from Applicant of such
discrepancy within three business days following Applicant’s receipt of such Draft or other
document, and (ix) any action or inaction taken or suffered by Citibank or any of its
correspondents in connection with the Credit or any relevant Draft, certificate, other document or
Property, if taken in good faith (i.e. honesty in fact in the conduct or transaction concerned,
“Good Faith”) and in conformity with applicable U.S. or foreign law or letter of credit practices,
(b) Without limiting any other provision of this Agreement, Citibank and any of its correspondents:
(i) may rely upon any oral, telephonic, telegraphic, facsimile, electronic, written or other
communication believed in Good Faith to have been authorized by Applicant, whether or not given or
signed by an authorized person, (ii) shall not be responsible for errors, omissions,
interruptions or delays in transmission or delivery of any message, advice or document in
connection with the Credit, whether transmitted by courier, mail, telex, any other
telecommunication, or otherwise (whether or not they be in cipher), or for errors in interpretation
of technical terms or in translation (and Citibank and its correspondents may transmit Credit terms
without translating them (iii) shall not be responsible for the identity or authority of any signer
or the form, accuracy, genuineness, falsification or legal effect of any Draft, certificate or
other document presented under the Credit if such Draft, certificate or other document on its face
appears to be in accordance with the terms and conditions of the Credit, (iv) shall not be
responsible for any acts or omissions by or the solvency of the beneficiary of the Credit or any
other person or entity having any role in any transaction underlying the Credit, (v) may accept or
pay as complying with the terms and conditions of the Credit any Draft, certificate or other
document appearing on its face (A) substantially to comply with the terms and conditions of the
Credit, (B) to be signed or presented by or issued to any successor of the beneficiary or any other
person in whose name the Credit requires or authorizes that any Draft, certificate or other
document be signed, presented or issued, including any administrator, executor, personal
representative, trustee in bankruptcy, debtor in possession, liquidator, receiver, or successor by
merger or consolidation, or any other person or entity purporting to act as the representative of
or in place of any of the foregoing, or (C) to have been signed, presented or issued after a change
of name of the beneficiary, (vi) may disregard (A) any requirement stated in the Credit that any
Draft, certificate or other document be presented to it at a particular hour or place and (B) any
discrepancies that do not reduce the value of the beneficiary’s performance to Applicant in any
transaction underlying the Credit, (vii) may accept as a Draft any written or electronic demand or
other request for payment under the Credit, even if such demand
Page 2 of 7
or other request is not in the form of a negotiable draft, (viii) shall not be responsible for
the effectiveness or suitability of the Credit for Applicant’s purpose, or be regarded as the
drafter of the Credit regardless of any assistance that Citibank may, in its discretion, provide to
Applicant in preparing the text of the Credit or amendments thereto, (ix) shall not be liable to
Applicant for any consequential or special damages, or for Any damages resulting from any change
in the value of any foreign currency, services or goods or other property covered by the Credit,
(x) may assert or waive application of UCP (as defined below)
Articles 17 (force xxxxxx) and 45
(hours of presentation) and all other UCP articles primarily benefiting bank issuers, (xi) may
honor a previously dishonored presentation under the Credit, whether pursuant to court order, to
settle or compromise any claim that it wrongfully dishonored, or
otherwise, and shall be entitled
to reimbursement to the same extent as if it had initially honored plus reimbursement of any
interest paid by it, (xii) may honor, upon receipt, any drawing that is payable upon presentation
of a statement advising negotiation or payment (even if such statement indicates that a Draft,
certificate or other document is being separately delivered) and shall not be liable for any
failure of any Draft, certificate or document to arrive or to conform in any way with the Draft,
certificate or other document referred to in the statement or any underlying contract, and (xiii)
may pay any paying or negotiating bank (designated or permitted by the terms of the Credit)
claiming that it rightfully honored under the laws or practices of the place where it is located.
None of the circumstances described in this section shall place Citibank or any of its
correspondents under any resulting liability to Applicant.
8. Independence. Applicant acknowledges that the rights and obligations of Citibank under the
Credit are independent of the existence, performance or nonperformance of any contract or
arrangement underlying the Credit, including contracts or arrangements between Citibank and
Applicant and between Applicant and the beneficiary of the Credit.
Citibank shall have no duty to
notify Applicant of its receipt of a Draft, certificate or other document presented under the
Credit or of its decision to honor the Credit, Citibank may, without incurring any liability to
Applicant or impairing its entitlement to reimbursement under this Agreement, honor the Credit
despite notice from Applicant of, and without any duty to inquire into, any defense to payment or
any adverse claims or other rights against the beneficiary of the Credit or any other person.
Citibank shall have no duty to request or require the presentation of any document, including any
default certificate, not required to be presented under the terms and conditions of the Credit.
Citibank shall have no duty to seek any waiver of discrepancies from Applicant, nor any duty to
grant any waiver of discrepancies which Applicant approves or requests. Citibank shall have no duty
to extend the expiration date or term of the Credit or to issue a replacement letter of credit on
or before the expiration date of the credit or the end of such term.
9. Non-Documentary Conditions. Citibank is authorized (but shall not be required) to disregard any
non-documentary conditions stated in the Credit.
10. Transfers. If, at Applicant’s request, the Credit is issued in transferable form, Citibank
shall have no duty to determine the proper identity of anyone appearing in any transfer request,
Draft, or other document as transferee, nor shall Citibank be responsible for the validity or
correctness of any transfer.
11. Extensions
and Modifications of the Credit. This Agreement shall be binding upon Applicant with
respect to any extension or modification of the Credit made at Applicant’s request or with
Applicant’s consent. Applicant’s Obligations shall not be
reduced or Impaired in any way by any
agreement by Citibank and the beneficiary of the Credit extending Citibank’s time to honor or to
give notice of discrepancies and any such agreement shall be binding upon Applicant.
12. [DELETED]
13. Additional
Bond or Collateral. (a) If at any time Applicant shall seek to restrain or preclude
payment of or drawing under the Credit or any court shall extend the term of the Credit or take any
other action which has a similar affect, then, In each case, Applicant shall provide Citibank with
a bond or other collateral of a type and value satisfactory
Page 3 of 7
to Citibank as security for the Obligations, (b) If at any time and from time to time
Citibank, in its discretion, requires collateral (or additional collateral). Applicant will on
demand assign and deliver to Citibank as security for the Obligations, collateral of a type and
value satisfactory to Citibank or make such cash payment as Citibank
may require.
14. [DELETED]
15. Covenants of Applicant. Applicant will (a) comply with all U.S. and foreign laws, regulations
and rules (including foreign exchange control regulations, U.S. foreign assets control regulations
and other trade-related regulations) now or later applicable to the Credit, transactions related to
the Credit, or Applicant’s execution, delivery and performance under this Agreement, and deliver to
Citibank, upon reasonable request, satisfactory evidence of such compliance, (b) deliver to
Citibank, upon reasonable request, financial statements and other information concerning
Applicant’s financial condition and business operations, (c) permit Citibank to inspect its books
and records and audit any Property on reasonable notice, (d) inform Citibank immediately upon
Applicant becoming aware of the occurrence of an Event of Default (as defined below) and (e) cause
all goods constituting Property to be insured against fire, theft and other usual risks and any
other risks which Citibank may reasonably request.
16. Representations and Warranties of Applicant. Applicant represents and warrants
that (a) it is validly existing and in good standing under the laws of the jurisdiction in which it
is organized; (b) its execution, delivery and performance of this Agreement are within its powers,
have been duly authorized, do not contravene any contract binding on or affecting it or any of its
properties, do not violate any applicable law or regulation, and do not require any notice, filing
or other action to or by any governmental authority; (c) this Agreement is valid and binding upon
Applicant; (d) the financial Statements most recently received by Citibank from Applicant fairly
present its financial condition in accordance with generally accepted accounting principles, there
is no pending or threatened action which may materially adversely affect its financial condition or
business or which purports to affect the validity or enforceability of this Agreement, the Credit
or any transaction related to the Credit; and (e) neither the granting of any collateral security
for the Obligations, nor the issuance of the Credit, nor the making of any payment thereunder or
the use of any proceeds thereof, constitutes or will constitute, or be part of, a preferential or
fraudulent transfer or conveyance to any one (including Citibank and the beneficiary of the Credit)
under any applicable law, including Section 544, 547, 548 or 550 of the United States Bankruptcy
Code. Each request by Applicant for a Credit shall constitute its representation and warranty that
the foregoing statements are true and correct as if made on the date of such request.
17. Default. Each of the following shall be an “Event of Default” under this Agreement: (a)
Applicant’s failure to pay when due any obligation to Citibank or any of its subsidiaries and
affiliates (under this Agreement or otherwise), (b) Applicant’s failure to perform or observe any
other term or covenant of this Agreement, (c) Applicant’s breach of any representation or warranty
made in this Agreement or any document delivered by it under this Agreement, (d) Applicant’s
dissolution or termination, (e) institution by or against Applicant of any proceeding under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the
appointment of a receiver, trustee, or other similar official for Applicant or for any substantial
part of its property, (f) any actual or threatened seizure, vesting or intervention by or under
authority of a government by which Applicant’s management is displaced or its authority or control
of its business is curtailed, (g) attachment or restraint of any Property, any funds or other
property which may be in, or come into, the possession or control of Citibank or of any third party
acting on Citibank’s behalf, for the account or benefit of Applicant, or the issuance of any order
of any court or other legal process against the same, (h) if Applicant is an individual, Applicant’s
death or incompetency, or (i) the occurrence of any of the above events with respect to any person
or entity which has heretofore or hereafter guaranteed or provided any collateral security for any
of the Obligations.
18. Remedies. If any Event of Default shall have occurred and be continuing, the amount of the
Credit as well as any or all Obligations shall, at Citibank’s option, become due and payable
immediately without presentment, demand, protest, or notice of any kind, all of which are hereby
Page 4 of 7
expressly waived by Applicant; provided, however, that in the event of an actual or deemed
entry of an order for relief with respect to Applicant under the U.S. Federal Bankruptcy Code, the
amount of the Credit and all Obligations shall automatically become due and payable without
presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by
Applicant.
19. Set-off. If any Event of Default shall occur and be continuing, Citibank may set off and apply
any and all deposits (general or special, time or demand, provisional or final) at any time held
and other indebtedness at any time owing by Citibank to or for the credit or the account of
Applicant (“Deposits”) against any and all of the Obligations, irrespective of whether or not
Citibank shall have made any demand under this Agreement and although
such Deposits or Obligations may be unmatured or contingent.
Citibank’s rights under this section are in addition to other rights and remedies (including other
rights of set-off) which Citibank may have under this Agreement or applicable law.
20. Waiver of Immunity. Applicant acknowledges that this Agreement is, and the Credit will be,
entered into for commercial purposes and, to the extent that Applicant now or later acquires any
immunity from jurisdiction of any court or from any legal process with respect to itself or its
property, Applicant now irrevocably waives its immunity with respect to the Obligations.
21.
Notices; Interpretation; Severability. Notices shall be effective, if to Applicant, when sent
to its address indicated below the signature line and, if to Citibank, when received at 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or as to either, such other address as either may notify the
other in writing. If this Agreement is signed by two or more persons or entities, (i) each such
person or entity shall be deemed an “Applicant” hereunder, (ii) each Applicant shall be jointly and
severally liable for all the Obligations hereunder, and (iii) notices from Citibank in connection
with this Agreement or the Credit to either Applicant and notices from, or the consent of, either
Applicant in connection with this Agreement or the Credit shall be sufficient to bind all
Applicants. Headings are included only for convenience and are not interpretative. The term
“including” means “Including without limitation.”
If any provision of this Agreement is held
illegal or unenforceable, the validity of the remaining provisions shall not be affected.
22. Successors and Assigns. This Agreement shall be binding upon Applicant and its successors
and permitted assigns, and shall inure to the benefit of and be enforceable by Citibank, its
successors and assigns. Applicant shall not voluntarily transfer or otherwise assign any of its
obligations under this Agreement. Citibank may transfer or otherwise assign its rights and
obligations under this Agreement, in whole or in part, and shall be forever relieved from any
liability with respect to the portion of Citibank’s rights or obligations transferred or assigned.
Applicant acknowledges that Information pertaining to Applicant as it relates to this Agreement or
the Credit may be disclosed to (actual or potential) transferees or assignees. This Agreement
shall not be construed to confer any right or benefit upon any person or entity other than
Applicant and Citibank and their
respective successors and permitted assigns.
23.
Modification; No Waiver. None of the terms of this Agreement may be waived or amended
except in a writing signed by the party against whose interest the term is waived or amended.
Forbearance, failure or delay by Citibank in the exercise of a remedy shall not constitute a
waiver, nor shall any exercise or partial exercise of any remedy preclude any further exercise of
that or any other remedy.
Page 5 of 7
Any waiver or consent by Citibank shall be effective only in the specific instance and
for the specific purpose for which it is given and shall not be deemed, regardless of frequency
given, to be a further or continuing waiver or consent.
24. Multiple Role Disclosure. Citibank and its affiliates offer a wide range of financial
services, Including back-office letter of credit processing services on behalf of financial
institutions and letter of credit beneficiaries. Our services are provided internationally to a
wide range of customers, some of whom may be Applicant’s counter-parties or competitors. Applicant
acknowledges and accepts that Citibank and its affiliates may perform more than one role in
relation to a particular Credit.
25. Other
Agreements; Remedies Cumulative; Delivery by Facsimile. To the extent this
Agreement conflicts with a Continuing Agreement for Letters of Credit made between Applicant
and Citibank, less than three years prior to the date hereof, the prior agreement shall
control. This Agreement (and any controlling agreement described in the preceding sentence)
constitutes the entire agreement between the parties concerning Citibank’s issuance of a letter
or letters of credit for Applicant’s account and supersedes all prior or simultaneous
agreements, written or oral. All rights and remedies of Citibank under this Agreement and other
documents delivered in connection with this Agreement are cumulative and in addition to any
other right or remedy under this Agreement, the Credit or applicable law. Delivery of a signed
signature page to this Agreement by facsimile transmission shall be effective as, and shall
constitute physical delivery of, a signed original counterpart of
this Agreement.
26.
Termination; Surviving Provisions. This Agreement shall be terminated only upon payment in
full to Citibank of all Obligations hereunder. Restrictive provisions in this Agreement, such as
indemnity, tax, immunity, and jurisdiction provisions shall survive termination of this
Agreement if the Credit is issued in favor of any bank or other financial or commercial entity
in support of an undertaking issued by such bank or entity on behalf of Applicant or Citibank,
Applicant shall remain liable under this Agreement (even after expiry of the Credit) for
amounts paid and expenses incurred by Citibank with respect to the Credit or the undertaking
until Citibank is released by such other bank or entity.
27.
Governing Law; Governing Guidelines. (a) This Agreement and the rights and obligations of
Applicant and Citibank hereunder shall be governed by and subject to the laws of the state of New
York and applicable U.S. Federal laws, (b) Applicant agrees that Citibank may issue any Credit
subject to the Uniform Customs and Practice for Documentary Credits,
1993 Revision. International
Chamber of Commerce Publication No. 500 (the “UCP”) or the international Standby
Practices, International Chamber of Commerce No. 590 (the “ISP”) or, at Citibank’s option, such
later revision thereof in effect at the time of issuance of the Credit. The UCP or the ISP, as
applicable, shall serve, in the absence of proof to the contrary, as evidence of general banking
usage with respect to the subject matter thereof, (c) Applicant agrees that for matters not
addressed by the UCP or the ISP, each Credit shall be subject to and governed by the laws of the
state of New York and applicable U.S. Federal laws. If, at Applicant’s request, a Credit expressly
chooses a state or country law other than New York, U.S.A., or is silent with respect to UCP, ISP or
governing law, Citibank shall not be liable for any payment, cost, expense or loss resulting from
any action or inaction taken by Citibank if such action or inaction is justified under UCP, ISP,
New York law or the law governing the Credit.
28.
Jurisdiction; Service of Process. Applicant now irrevocably submits to the non-exclusive
jurisdiction of any state or federal court sitting in New York. New York, for itself, and in
respect of any of its property and, if a law other than New York, U.S.A. has been chosen to govern
the Credit, Applicant also now irrevocably submits to the non-exclusive jurisdiction of
any state or federal court sitting in such jurisdiction. Applicant agrees not to bring any action
or proceeding against Citibank in any jurisdiction not described in the immediately preceding
sentence. Applicant irrevocably waives any objection to venue or any claim of inconvenience.
Applicant agrees that any service of process or other notice of legal process may be served upon it
by mail or hand delivery if sent to, at 000 Xxxxxxx Xxxxxx, Mail Drop
7-3, Xxxxxxxxxx, XX 00000
which Applicant now designates its authorized agent for the service of process in the courts in the
State of New York. (If no authorized agent is designated in the space provided above. Applicant
agrees that process shall be deemed served if sent to its address given for notices under this
Agreement.) Applicant agrees that nothing in this Agreement shall affect Citibank’s right to serve
process in any other manner permitted by law or to commence legal proceedings or otherwise proceed
against Applicant in any other jurisdiction. Applicant agrees that final judgment against it in any
action or proceeding shall be enforceable in any other jurisdiction within or outside the United
States of America by suit on the judgment, a certified copy of which shall be conclusive evidence
of the judgment.
29. JURY TRIAL WAIVER. APPLICANT AND CITIBANK EACH IRREVOCABLY WAIVES ITS RIGHT TO A JURY
TRIAL OF ANY CLAIM, COUNTERCLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT,
THE CREDIT, OR ANY DEALINGS WITH ONE ANOTHER RELATING TO THE SUBJECT MATTER
Page 6 of 7
OF THIS AGREEMENT,
| Approvals to Issue | ||||
| Relationship Manager (Signature & Stamp) | ||||
| /s/ Xxxxx Xxxxxxxx | ||||
| XXXXX XXXXXXXX | ||||
| Vice President | ||||
| (Other required Signature & Stamp) |
Very truly yours,
Applicant
|
Duquesne Light Holdings, Inc.
|
| By: (Authorized Signer): | ||||
| /s/ Xxxxxxx X. Xxxxxx
|
||||
| Xxxxxxx X. Xxxxxx
|
||||
| Vice President & Treasurer | ||||
| (Title) | ||||
Address:
|
000 Xxxxxxx Xxxxxx, 0 - 0, | |||
| Xxxxxxxxxx XX 00000 | ||||
| Co-Applicant (if any): | ||||
| By (Authorized Signer): | ||||
| (Signature) | ||||
Address: |
||||
| (For Citibank Use Only) | ||||
Page 7 of 7
