[Issuer Letterhead]
[Issue Date]
ISSUER:
Bank Name
Address
Attention: Letter of Credit Department
Telephone:
Fax:
Irrevocable Standby Letter of Credit No. [______]
Beneficiary:APPLICANT:
El Paso Electric Company
100 N. Stanton
El Paso, TX 79901
Attention: ______
Telephone: ______
Stated Amount:
USD______AND NO/100 DOLLARS(U.S. $______.00)
Expiration Date:
______as such date may be extended pursuant to the terms hereof.
This Irrevocable Standby Letter of Credit No. [______] (the “Letter of Credit”) is hereby issued in favor ofBeneficiary (hereinafter also called “you”) for the account of Applicantfor an amount not to exceed the Stated Amount. This Letter of Credit is effective immediately and will expire on the Expiration Date.
Demands for payment of amounts available hereunder must be made by presentation of the following documents (collectively, the “Documents”) to us by physical or overnight delivery at our address specified above (or such other address which may be designated by us in a written notice delivered to you at your address specified above): (i)demand for payment of an amount available under this Letter of Credit in the form of Attachment A completed and signed by Beneficiary and (ii) this original Letter of Credit (including any amendments), which in the event of a partial drawing, will be returned to you following our notation thereon of the amount of such partial drawing.
We hereby agree with you that Documents drawn and presented to us in compliance with the terms and conditions of this Letter of Credit on a Business Day on or before the Expiration Date will be duly honored. Documents presented to us after 3:00 p.m., New York timeshall be deemed to be presented on the following Business Day. As used herein, the term “Business Day” means a day on which we are open in the State of New Yorkto conduct our letter of credit business and on which banks are not authorized or required by law or executive order to close in the State of New York. Notwithstanding any provision to the contrary in ISP 98 (as hereinafter defined), if the Expiration Date is not a Business Day, then such date shall be automatically extended to the nextsucceeding date that is a Business Day.
Payment under this Letter of Credit shall be made in immediately available funds by wire transfer to such account as may be designated by Beneficiary in the applicable drawing request and accompanying payment instructions. By paying to you or your account an amount demanded we make no representation as to the correctness of the amount demanded or the purpose therefore.
Partial payments shall be permitted, with the amount of this Letter of Credit being reduced, without amendment, by the amount(s) drawn. The maximum amount available under this Letter of Credit shall be reduced automatically to the extent of Issuer’s honor of any partial demand for payment.
The Expiration Date of this Letter of Credit will be automatically extended without amendment for a period of one (1) year from the Expiration Date, or any future Expiration Date, unless at least thirty (30) days prior to the then current Expiration Date we send notice to Beneficiary by overnight courier at Beneficiary’s address specified above, that we elect not to extend the Expiration Date of this Letter of Credit for any such additional period. Upon such notice to you, and subject to the terms hereof, you may draw at any time prior to the then current Expiration Date up to the full amount then available.
Upon the earlier to occur of (i) payment to you or to your account of the Stated Amount pursuant to your demand and (ii) the expiration of thisLetter of Credit, we shall be fully discharged of our obligations to you, and you shall immediately return this original Letter of Credit (and any amendments) to us at our address specified above (or such other address which may be designated by us in a written notice delivered to you at your address specified above).
We may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.
This Letter of Credit sets forth in full terms of our undertaking and such undertaking shall not in any way be modified, amended or amplified by reference to any document or instrument referred to herein or in which this Letter of Credit is referred to or to which this Letter of Credit relates, and any such reference shall not be deemed to incorporate herein by reference any document or instrument.
To the extent not inconsistent with the express terms hereof, this Letter of Credit is subject to the International Standby Practices, International Chamber of Commerce Publication No. 590 (the “ISP 98”) and shall be governed and construed in accordance with the laws of the State of New York, without regard to any of its conflicts of law provisions. In the event of any conflict between the laws of the State of New York and the provisions of ISP 98, the provisions of ISP 98 shall control.
All inquiries regarding this Letter of Credit and all correspondence and requests for drawings under this Letter of Credit should be directed to the Letter of Credit Department at the phone number or address referenced above, as applicable.
Sincerely,
______Bank
By: ______
Name: ______
Title: ______
ATTACHMENT A (Demand for Sight Payment)
[Demand Date]
ISSUER
Bank Name
Address
Telephone: ______
Fax: ______
Attention: Letter of Credit Department ______
Re:______Bank Irrevocable Standby Letter of Credit No. [______] (the “Letter of Credit”)
The undersigned Beneficiary demands payment of USD[______] AND [__]/100 DOLLARS (U.S. $[______.__]) under the Letter of Credit.
Beneficiary represents, warrants, certifies and promises that either:
(a) Applicant is in default under that certain Agreement(the “Agreement”), betweenApplicant and Beneficiary, Beneficiary is entitled in accordance with the terms and conditions of the Agreement to draw the amount requested hereunder, the amount of this drawing remains due and owing under such Agreement, and any applicable notice periods and grace periods pertaining to such payment under the Agreement have expired; or
(b) Beneficiary has received notice from Issuer of its election not to extend the Expiration Date of the Letter of Credit for an additional one (1) year period.
Beneficiary further represents, warrants, certifies and promises that the proceeds from this demand under the Letter of Credit will be used to satisfy Applicant's obligations under such Agreement to Beneficiary.
Payment should be made to the account and pursuant to the wire transfer instructions attached hereto.
This demand is made as of the date hereof.
All capitalized terms not defined herein shall have the meanings given such terms in the Letter of Credit.
Yours faithfully,
El Paso Electric Company
By: ______
Name: ______
Title: ______
Beneficiary’s Wiring Instructions