Loading...
HomeMy WebLinkAboutA007 - Irrevocable Letter of Credit No. 11051548 dated September 27, 2004 - $79,500 -FIRST :.:�:.::<.:::;::::::::<•:::•;:<:.::.:::::•:»::•: >: I+I:::::::.:::.::.::.::.::.::.»:•>:•»»:::.::.::.::.:: AMERICAN cITY OF AMES BANKIRREVOCABLE LETTER OF �sIDu�IUNCH rx CREDIT 1530 SOUTH DUFF AIVIES,IA 50010 :•:;•;:•::•;:•;:•:::•::•;:•:•::;;.:;:•;:•;:•;:•>:•>: .>:•>:•>:•:•:<•;:•::•::e...:......... :::::::::::::•::::::•:.:::::.:::.:.:::::::.::::::. �� �� X. 51 223-2033 LENDER >::>::::14 NO.: 11051548 :•::::::.::::::::::::::::::: :. li� 'EL' Ill :.:.:....:...:........................<........ . . :::::::::: :: : :...................,............................................................ ................................................................................................................ . HIINZIKER LAND DEVELOPMENT COMPANY, L.L.C. This Letter of Credit shall expire upon the earlier of: 1. the close of business on 'September 27, 2005 and all drafts and accompanying statementsor documents :.::.>:.>:.>;:.;:.;:.;:.;:.;>:.:;:.>:•;:.>:<..:;:.;:.;::>:.::.;:.>:.;:.::.::.>::....:.............::<.::.>:.;:.>:.>:.::.>:.;;;;:.>:::>:>::<:::>:>::>::>::>::>::>::::>:>:>;:: must be resented to Lender on or before that time;or P . 05 ........15TH STREET 2. the day that Lender honors a draw under which the full AMES, IA 50010 wn mout f thi L f red . Lender hereby establishes at the request and for the account of Customer,an Irrevocable Letterof Credit In favor of Beneficiaryfor a sum of Seventy Nine Thousand Five Huindred and no/100 Dollars ($ 79,500.00 ). These funds shall be made available to Beneficiary upon Lender's.receipt from Beneficiary of sight drafts drawn on Lender at Lender's address indicated above (or such other address that Lender may provide Beneficiary in writing) during regular business hours and accompanied by the signed written statements or documents indicated below. WARNINGTO BENEFICIARY:PLEASE EXAMINE THIS LETTEROF CREDITAT ONCE. IF YOU FEEL UNABLE TO MEET ANY OF ITS REQUIREMENTS,EITHERSINGLYOR TOGETHER,YOU SHOULD CONTACTTHE CUSTOMER IMMEDIATELYTO SEE IF THE LETTER OF CREDITCAN BE AMENDED. OTHERWISE,YOU WILL RISK LOSINO PAYMENT UNDER THIS LETTER OF CREDITFOR FAILURETO COMPLY STRICTLY WITH ITS TERMS AS WRITTEN. 1. DRAFT TERMS AND CONDITIONS Lender shall honor drafts submitted by Beneficiary under the following terms and conditions: Upon Lender's honor of such-drafts, Lender shall be fully discharged of its obligations under this Letter of Credit and shall not be obligated to make any further payments under this Letterof Credit once the full amount of credit available under this Letterof Credit has been drawn. If a non-conforming demand is made, Lender shall notify Beneficiary of its dishonor on or before the time specified in Paragraph 5 below. Beneficiary shall have no recourse against Lenderfor any amount paid under this Letterof Credit.onoe_.Lender has honored any draft or other document which complies strictly with this Letter of Credit,and which on its face appears otherwise in order but which is signed, issued,or presented by a party or under the name of a party purporting to act for Beneficiary,purporting to claim through Beneficiary,or posing as Beneficiary without Beneficiary's authorization.. By paying an amount demanded in accordance with this Letterof Credit,Lender makes no representation as to the correctnessof the amount demanded and Lender shall not be liable to Beneficiary,or any other person, for any amount paid or disbursed for any reason whatsoever, including, without limitation, any nonapplication or misapplication by Beneficiaryof the proceeds of such payment. By presenting upon Lender or a-confirming bank,Beneficiary certif iesthat Beneficiary has not and will not present upon the other, unless and until Beneficiary meets with dishonor. Beneficiary promises to return to Lender any funds received by Beneficiary in excess of the Letter of Credit's maximum drawing amount. 2. USE RESTRICTIONS All drafts must be marked"DRAWN UNDER FIRST AMERICAN BANK AMES/DUFF BRANCH IRREVOCABLE LETTER OF CREDIT 010051549 September 27, 2004 and the amount of each draft shall be marked on the draft. Only Beneficiary or Beneficiary's Transferee(if this Letterof Credit is transferable)may complete a.draft and accompanying statementsor documents required by this Letter of_Credit and make a draw under this Letter of_Credit. This original Letter of Credit must accompany any draft drawn hereunder. Partial draws ❑ are permitted ® are not permitted under this Letter of Credit. Lender's honor of a partial draw shall correspondingly reduce the amount of credit available under this Letterof Credit. Following a partial draw,Lender shall return this original Letterof Credit to Beneficiarywith the partial draw noted hereon; in the alternative,and in its sole discretion, Lender may issue a substitute Letter of Credit to Beneficiary in the amount shown above, less any partial draw(s). 3. PERMITTED TRANSFEREES ❑ If checked,this Letterof Credit may be transferredby Beneficiary upon prior written notice to Lender of the transfer. The Transferee shall be deemed the new Beneficiary of this Letter of Credit and the documents of the Transferee,including drafts required under this Letterof Credit,will be processed by Lender(or any intermediary)without the original Beneficiary's intervention and without any further obligation of Lender to the original Beneficiary. ® If checked,the right to draw under this Letter of Credit shall be nontransferable, except for: A. A.transfer(in its entirety,but not in part)by direct operation of law to the original Beneficiary's administrator,executor,bankruptcy trustee, receiver, liquidator, successor,or other representative at law;and B. .The first immediate transfer(in its entirety,but not in part)by such legal rep resentativeto a third party afterexpress approval of a governmental body Qudicial,administrative,or executive).- MASTe02©FormAtlon Technologies,Inc.(9/3/9a) (800)GW-3799 4. TRANSFEREE'S REQUIRED DOCUMENTS When the presenter is a-permitted Transferee under paragraph 3 above,the documents required for a draw shall include: _ A. All documents required elsewhere in this Letterof Credit,except that such documents maybe in the name of and executed by either the original Beneficiary or the presenter permitted by paragraph 3;and B. When the presenter is a permitted Transfereeunder paragraph 3.A..or a third party under paragraph 3.B.,a certified copy of the one or more documents which show the presenter's authority to claim through or to act with authority for the original Beneficiary. 5. TIMING OF DISHONOR Lender may rely upon any reason for dishonor which it communicates to Beneficlaryor the presenterwithin three(3)Banking.Days after Lender has received the last document forming Beneficiary's presentment(the"Three-DayPeriod"). Lender shall be entitled to rely upon such reason without regard to either(i)the timing of any presentment made before the Expiration Date,or (ii) the timing inside the Three-DayPeriod of any preliminary communication(s)from Lender concerning the dishonor decision or any reason for dishonor. For any reason for dishonor given during.the Three-Day Period,Lender shall be conclusively deemed to have met the"reasonable time", "without delay'% and other timing requirements as the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No 500,as most recently published by the International Chamber of Commerce(the"UCP")may impose. The Expiration Date shall not be extended to accommodate a presentment made less than three(3) Banking Days before the Expiration Date,and Beneficiary shall not be entitled to submit a draw request or provide Lender with any documents in support of a drawafterthe Expiration Date. Lender shall not be required to communicate a dishonor decision or its reasons within a time less than the Three-Day Period. "Banking Day"means any day,except Saturday,on which commercial banks located in Iowa are open. 6. COMPLIANCE BURDEN Lender is not responsible for.any impossibility or other difficulty in achieving strict compliance with the requirements of this Letter of Credit precisely as written. Beneficiary understands and acknowledges: (i)that unless and until the present wording of this Letter of Credit is amended with Lender's prior written consent, the burden of complying strictly with such wording remains solely upon Beneficiary;and (ii)that Lender is relying upon the lack of such amendment as constituting Beneficiary's initial and continued,approval of such wording. 7. NON-SEVERABILITY If any aspect of this Letterof Credit is ever declared unenforceablefor any reason by any court or governmental body having jurisdiction, Lender's entire engagement under this Letterof Credit shall be deemed null and void ab initio,and both Lender and Beneficiary shall be restored to the position each would have occupied with all rights available as though this Letter of Credit had never occurred. This non-severability provision shall.override all other provisions in this Letter of Credit,no matter where such provision appears within this Letter of Credit. 8. CHOICE OF LAW/JURISDICTION This Letter of Credit is subject to the UCP. This Letter of Credit shall be governed by and construed in accordance with the laws of the State of Ion United Statesof America,except to the extent such laws are inconsistent with the UCP. Lender and Beneficiary consent to the jurisdiction and venue of any court selected by Lender in its discretion located in the State of Iowa in the event of any legal proceeding under this Letterof Credit. 9. EXPIRATION Lender hereby agrees with Beneficiary that drafts drawn under and-in compliance with the terms of this Letter.of Credit will be duly honored if presented to the Lender on or before the Expiration Date. Dated: September 27, 2004 LENDER: FIRST AMERICAN BANK _ AMES/DUFF BRANCH B o� Steve . oodhue President, Ames ENDORSEMENT OF DRAFTS DRAWN: Amount Amount Date Negotiated By In Words In Figures APPROVED AS TO FORM BY John R.Iaeus Cfty kwmey MASTeM©FortnAtlon Technologles,Inc.(0/08) (800)9373788