AMENDMENT NO. 1 TO COLOMBIAN PARTICIPATION AGREEMENT
Exhibit
10.56
AMENDMENT
NO. 1 TO COLOMBIAN PARTICIPATION AGREEMENT
THIS
AMENDMENT NO. 1 TO COLOMBIAN PARTICIPATION AGREEMENT (this “Amendment”)
is
entered into as of the 1st day of November, 2006, by and among Argosy
Energy
International, a Utah limited partnership (“Argosy”),
Gran
Tierra Energy Inc., a Nevada corporation (“Gran
Tierra”),
and
▇▇▇▇▇▇ Capital, LLC, a Texas limited liability company (“▇▇▇▇▇▇”).
The
entities named above may also be referred to herein individually as a
“Party”
or
collectively as the “Parties.”
All
capitalized terms not otherwise defined herein shall be given the
meanings assigned to such terms in that certain Colombian Participation
Agreement, dated as of
June
22, 2006, by and among Argosy, Gran Tierra, and ▇▇▇▇▇▇ (the “Original
Participation Agreement”)
RECITALS
WHEREAS,
the Parties executed the Original Participation Agreement, a copy of which
is attached hereto as Exhibit A, on June 22, 2006;
WHEREAS,
the Parties desire to amend the Original Participation Agreement as set forth
herein; and
WHEREAS,
pursuant to Section 13.4 of the Original Participation Agreement, no
modification or waiver of any provision of the Original Participation Agreement
shall be effective unless set forth in writing signed by the
Parties.
AGREEMENT
NOW,
THEREFORE, in consideration of the covenants and agreements herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
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1.
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Section
6.2.1(a) of the Original Participation Agreement is hereby amended
and
restated in its entirety to read as
follows:
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“(a) Amount:
The
face amount of the Initial Letter of Credit shall be USD$4,000,000.00. Draws
from the Initial Letter of Credit must be replaced, within 45 days of any such
draws, to keep the required USD$4,000,000.00 face value of the Letter
of Credit in place. In the event that ▇▇▇▇▇▇ properly draws on the Initial
Letter of Credit, Gran Tierra shall, within 45 days of such draw, provide a
new
Letter of Credit, in substantially similar form, with substantially similar
terms as the Initial Letter of Credit and with a face amount equal to the amount
of such draw so that the undrawn face amount
of
all Letters of Credit issued to ▇▇▇▇▇▇ to secure Gran Tierra’s obligations under
this Agreement shall, at all times after 45 days following any draw thereunder
during the Initial Term, equal USD$4,000,000.00. If Gran Tierra fails to provide
such new Letter of Credit within the applicable 45 day period, in breach of
the
foregoing, ▇▇▇▇▇▇ may draw the remaining undrawn amount of the Initial Letter
of
Credit and cause the proceeds of such
draw
to be deposited to the ▇▇▇▇▇▇ Escrow Account (as defined in Section 6.5) as
set
forth
in Section 6.5.”
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2.
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The
definition of “Issuer
Acceptable Credit Rating,”
set forth in Section 6.2.1(c) of the Original Participation Agreement
shall be amended, and Section 6.2.1(c) of the Original Participation
Agreement is hereby amended and restated in its entirety to read
as
follows:
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“(c) Issuer.
The
Initial Letter of Credit on terms consisted with this Section 6 and Exhibit
A
attached hereto, with such other documentary conditions as may be acceptable
to ▇▇▇▇▇▇ shall be issued by a bank with a minimum credit rating of any of
the following: (i) BBB, by Standard and Poor’s, (ii) Baa2 by ▇▇▇▇▇’▇ Investor
Services, or (iii) BBB by Fitch IBCA (the “Issuer
Acceptable Credit Rating”).
▇▇▇▇▇▇ may request and Gran
Tierra
shall then promptly provide a replacement standby letter of credit in accordance
with the terms of Section 6 if the Issuer Acceptable Credit Rating declines
below BBB (if Standard and Poor’s or Fitch IBCA) or Baa2 (if ▇▇▇▇▇’▇ Investor
Services).”
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3.
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Section
II to Exhibit A of the Original Participation Agreement is hereby
amended
and restated in its entirety to read as
follows:
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“II Letter
of Credit Renewal Default.
▇▇▇▇▇▇
shall be entitled to draw on the Letter of Credit in full and
deposit
such amount in an escrow account at the ▇▇▇▇▇▇ Escrow Bank if and only if it
certifies to the Issuer Bank with reasonable evidence attached thereto that
the
money will be deposited in
such
escrow and any of the following three conditions are satisfied:
A. if
Gran
Tierra fails to extend the expiration date of the Initial Letter of Credit
to
ensure that the Initial Letter of Credit remains outstanding until the expiry
of
the Initial Term, pursuant to Section
6.2;
or
B. both
(i)
not less than 60 days nor more than 90 days prior to the end of any Letter
of
Credit term, ▇▇▇▇▇▇ delivered written notice to Gran Tierra, Argosy and/or
any
permitted transferee, that any of them, as the case may be, is required under
Section
6 and
this
Exhibit
A
to
deliver to ▇▇▇▇▇▇ a Letter of Credit satisfying the terms set forth in
Section
6
and this
Exhibit
A,
and
(ii) Gran Tierra, Argosy or such permitted transferee has
not
within ten (10) business days provided such new Letter of Credit;
or
C. after
45
days following any draw under a Letter of Credit, Gran Tierra, Argosy or any
permitted transferee has not provided a new Letter of Credit required
under
Section 6.2.1(a) such that the undrawn face amount of all Letters of Credit
issued to
▇▇▇▇▇▇
to secure Gran Tierra’s obligations under this Agreement is not, at all times
after
45
days following any draw during the Initial Term, equal to
USD$4,000,000.00.”
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4.
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Article
9 of the Original Participation Agreement is hereby amended by adding
Section 9.3 to Article 9, as
follows:
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“9.3 Letter
of Credit Rights Upon Assignment.
If
▇▇▇▇▇▇ and/or any of the ▇▇▇▇▇▇ Members sells, assigns, transfers or otherwise
disposes of any or all of the Participation Rights pursuant to Section 9.1
or
Section 9.2, and any Person other than ▇▇▇▇▇▇ is designated as the sole
representative of the assignees of the Participation Rights pursuant to Section
9.1.1, then ▇▇▇▇▇▇ shall have the right, upon written request to Gran Tierra
which identifies such designated representative, to obtain the issuance of
a
replacement Letter of Credit (the “Replacement Letter of Credit”) on
substantially the same
terms as the Letters of Credit issued pursuant to Article 6, but naming the
designated representative as beneficiary. The Replacement Letter of Credit
shall only be issued by the issuing bank upon ▇▇▇▇▇▇’▇ tender, to the issuing
bank, of all Letters of Credit naming ▇▇▇▇▇▇ as beneficiary. Gran Tierra, ▇▇▇▇▇▇
and Argosy shall take such actions as are reasonably necessary to cause the
issuing bank to issue the Replacement Letter of Credit to the designated
representative as soon as practical following such written
request. If the request to issue a Replacement Letter of Credit is received
by
Gran Tierra within 30 days of a date that Gran Tierra is obligated to procure
a
new or replacement Letter of Credit for any reason other than the obligations
under this Section 9.3, the costs of obtaining the issuance of the Replacement
Letter of Credit will be borne by Gran Tierra. If the request for the
Replacement Letter of Credit is received by Gran Tierra at any time other than
the foregoing, the out-of-pocket costs incurred by Gran Tierra
for obtaining the issuance of the Replacement Letter of Credit shall be borne
by
▇▇▇▇▇▇. Gran Tierra shall not be deemed to have violated this Section 9.3 if
it
refuses to obtain the issuance of the Replacement Letter of Credit until the
reimbursement of such costs is made or adequately provided for to the
satisfaction of Gran Tierra.”
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5.
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The
Initial Letter of Credit to be issued to ▇▇▇▇▇▇ pursuant to Section
6 of
the Original Purchase Agreement shall be in substantially the form
attached hereto as Exhibit
B.
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| 6. |
References
to the “Agreement”
in the Original Participation Agreement shall be deemed to
include the Original Participation Agreement, as amended by this
Amendment. Except as expressly modified or otherwise as set forth
herein,
the terms and conditions of the Original Participation Agreement
remain in
full force and effect.
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[SIGNATURES
ON NEXT PAGE]
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IN
WITNESS WHEREOF, the duly authorized representatives of the Parties have caused
this Amendment to be executed on the date first written above.
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ARGOSY
ENERGY INTERNATIONAL
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By:
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/s/
▇▇▇▇▇ ▇▇▇▇
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Name:
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▇▇▇▇▇
▇▇▇▇
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Title:
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Secretary
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GRAN
TIERRA ENERGY INC.
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By:
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/s/
▇▇▇▇▇ ▇▇▇▇
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Name:
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▇▇▇▇▇
▇▇▇▇
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Title:
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Chief
Financial Officer
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▇▇▇▇▇▇
CAPITAL, LLC
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By:
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/s/
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
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▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title:
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President
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Amendment
No. 1 to
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Exhibit
A
[Original
Participation Agreement attached hereto]
Amendment
No. 1 to
Original
Participation Agreement Not Recopied
Exhibit
B
[Form
of the Initial Letter of Credit attached hereto]
IRREVOCABLE
STANDBY LETTER OF CREDIT
Effective
as of 31st October, 2006
Irrevocable
Letter of Credit No. [ ]
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APPLICANT:
GRAN
TIERRA ENERGY INC.
300,
611 — 10th
Avenue S.W.
Calgary,
Alberta
Canada
T2R OBZ
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STATED
AMOUNT:
USD
$4,000,000
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EXPIRY
DATE
31st
October, 2007
(save
as such date may be extended pursuant to paragraph 9 below)
AT
OUR COUNTERS
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BENEFICIARY:
▇▇▇▇▇▇
CAPITAL, LLC
▇▇▇
▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Re: Colombian
Participation Agreement
1. We,
Standard Bank Plc (the “Issuing
Bank”),
hereby issue our irrevocable Standby Letter of Credit on behalf of Gran Tierra
Energy Inc (the “Applicant”)
for an
amount of USD 4,000,000 (Four Million United States Dollars) in favour of ▇▇▇▇▇▇
Capital, LLC (the “Beneficiary”).
2. This
Standby Letter of Credit covers all monies and liabilities (whether actual
or
contingent) for up to the amount of USD 4,000,000 (Four Million United States
Dollars) which are now or shall at any time hereafter be due, owing or payable
to the Beneficiary from or by the Applicant under the terms of a participation
agreement entered into on 22nd June, 2006 between the Applicant, Beneficiary
and
Argosy Energy International (as amended and in effect from time to time, the
“Colombian
Participation Agreement”).
3. CLAIM
DOCUMENTATION. Authenticated swift or tested telex claiming the sum due and
in
the appropriate form designated below:
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(a)
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if
a claim is being made with respect to a payment default under the
Colombian Participation Agreement, the form of Exhibit A
hereto;
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(b)
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if
a claim is being made with respect to a Letter of Credit renewal
default
under the Colombian Participation Agreement, the form of Exhibit
B
hereto;
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(c)
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if
a claim is being made with respect to a default under the Columbian
Participation Agreement in providing an additional Letter of Credit
following a draw under a Letter of Credit, the form of Exhibit C;
and/or
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(d)
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if
a claim is being made with respect to an Issuing Bank credit rating
downgrade under the Colombian Participation Agreement, the form of
Exhibit
D hereto.
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4. We
hereby
irrevocably and unconditionally undertake to honour all claims made by the
Beneficiary in accordance with the terms and conditions of this Standby Letter
of Credit within five (5) Business Days after our receipt thereof provided
such
claim documentation is received on or prior to 5:30pm (Greenwich Meantime)
on
the Expiry Date or on any day prior to the Expiry Date. For the purposes of
this
Standby Letter of Credit, “Business
Day”
shall
mean any day (other than a Saturday or Sunday) on which banks are open for
business in London.
5. It
is
further agreed that this Standby Letter of Credit shall be without prejudice
to
such rights as the Beneficiary may have at any time in respect of any security
that the Beneficiary may hold for the said indebtedness and liabilities and
that
our liability shall not be affected by giving time or other indulgence to the
Applicant, or by the Beneficiary realizing or entering into any compromise
with
depositors or any other collateral the Beneficiary may hold at any time in
respect of the said liability.
6. TT
Reimbursement and partial drawings are allowed.
7. This
Standby Letter of Credit is not assignable.
8. A
person
who is not a party to this Standby Letter of Credit has no right under the
Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce the terms of this
Standby Letter of Credit.
9. Save
as
may be extended in accordance with the terms below, this Standby Letter of
Credit expires at the counters of Standard Bank Plc on the Expiry Date. At
any
time no less than 90 days but no more than 120 days prior to the Expiry Date,
the Applicant may by written notice addressed to the Issuing Bank request that
the Expiry Date is extended for an additional period not to exceed one year.
The
Issuing Bank shall, no later than 30 days after receiving such request, notify
the Beneficiary and the Applicant of its acceptance or rejection of such request
and, if accepted, confirm the new Expiry Date.
10. All
documents presented to the Issuing Bank in connection with any demand for
payment under this Letter of Credit, as well as all notices and other
communications to the Issuing Bank in respect hereof, shall be in writing,
shall
make specific reference to this Standby Letter of Credit by number and shall
be
delivered to the Issuing Bank at its office located at Standard Bank PLC, Canon
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (or at any other office of
the
Issuing Bank as may be designated by the Issuing Bank by written notice
delivered to the Beneficiary) by authenticated SWIFT message (or any other
form
of communication previously agreed in writing with the Issuing Bank) to the
following address (or at any number(s) designated by the Issuing Bank by written
notice delivered to the Beneficiary), as applicable: [please
provide].
11. This
Standby Letter of Credit is subject to the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce,
Publication No. 500 (the “UCP”).
This
Standby Letter of Credit shall be governed by the laws of the State of New
York,
and the state and federal courts located in the State, County and City of New
York shall have non-exclusive jurisdiction in any action or proceeding arising
out of this Standby Letter of Credit.
12. Demand
for payment under this Standby Letter of Credit shall be presented directly
to
the Issuing Bank and shall not be negotiated.
13. Standard
Bank Plc’s charges are for the account of the Applicant, all other charges are
for the account of the Beneficiary.
14. By
paying
the Beneficiary an amount demanded in accordance with this Standby Letter of
Credit, the Issuing Bank makes no representation as to the correctness of the
amount demanded or of the calculations and representations of the Beneficiary
required by this Letter of Credit.
15. This
Standby Letter of Credit sets forth in full the Issuing Bank’s undertaking, and
such undertaking shall not be deemed in any way to be modified, amended,
amplified or otherwise affected by any document, instrument or agreement
referred to herein (including, without limitation, the Colombian Participation
Agreement or credit agreement to which is relates), except only the Uniform
Customs and the certificate(s)provided for herein.
| STANDARD BANK PLC | ||
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By:
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Title:
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By:
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Title:
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Exhibit
A
Irrevocable
Letter of Credit
No.
________
CERTIFICATE
FOR A PAYMENT DEFAULT
The
undersigned hereby certifies to Standard Bank PLC (the “Issuing
Bank”),
with
reference to Irrevocable Letter of Credit No. _______ (the “Letter
of Credit”)
issued
by the Issuing Bank in favor of ▇▇▇▇▇▇ Capital, LLC (the “Beneficiary”),
and
for the account of Gran Tierra Energy Inc. (the “Account
Party”),
that
the undersigned is a duly authorized officer of the Beneficiary, that any
capitalized term used but not defined herein shall have its respective meaning
set forth in the Letter of Credit or the Colombian Participation Agreement
referred to therein and that:
The
Beneficiary is entitled to draw $[
] (the
“Draw
Amount”)
under
the Letter of Credit, which is the exact amount that is owed to the Beneficiary
under the Colombian Participation Agreement. The Beneficiary hereby directs
the
Issuing Bank to pay the Draw Amount by wire transfer of such amount in
immediately available funds to the account of the Beneficiary specified
below:
Bank
Name:
Address:
ABA
No.:
Account
Name:
Account
No.:
Attention:
[Include
either [A] or [B].]
[A]
[The
Beneficiary further certifies to the Issuing Bank that attached hereto is the
written agreement of the Account Party acknowledging that the Draw Amount is
due
to the Beneficiary under the Colombian Participation Agreement and that the
Account Party and its affiliates have failed to make such payment.]
[B]
[Include either [1] or [2]]
[(1)] [The Beneficiary further certifies to the Issuing Bank that:
(a) an
award
of the Panel provided in Section 11.2 of the Colombian Participation Agreement,
provided for payment of the Draw Amount to the
Beneficiary (the “▇▇▇▇▇▇
Arbitration Award”);
and
(b) within
10
business days of the ▇▇▇▇▇▇ Arbitration Award, (i) the ▇▇▇▇▇▇ Arbitration Award
has not been paid and (ii) the ▇▇▇▇▇▇ Arbitration
Award has not been appealed.]
[(2)]
[The Beneficiary further certifies to the Issuing Bank that:
(a) an
award
of the Panel provided in Section 11.2 of the Colombian Participation Agreement,
provided for payment of the Draw Amount to the
Beneficiary (the “▇▇▇▇▇▇
Arbitration Award”);
Exhibit
A
Irrevocable
Letter of Credit
No.
________
(b) within
10
business days of the ▇▇▇▇▇▇ Arbitration Award, (i) the ▇▇▇▇▇▇ Arbitration Award
was not paid and (ii) the ▇▇▇▇▇▇ Arbitration Award was appealed;
(c) a
final
determination of the ▇▇▇▇▇▇ Arbitration Award favorable to
the
Beneficiary has been entered (the “▇▇▇▇▇▇
Final Determination”)
on
appeal; and
(d) the
Beneficiary has not been paid in full the amount of the ▇▇▇▇▇▇ Final
Determination within 5 business days of such ▇▇▇▇▇▇ Final
Determination.]
IN
WITNESS WHEREOF, the Beneficiary has executed and delivered this Certificate
as
of the ____ day of __________, ____.
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▇▇▇▇▇▇
CAPITAL, LLC
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By:
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Title:
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Exhibit
B
Irrevocable
Letter of Credit
No.
________
CERTIFICATE
FOR A LETTER OF CREDIT RENEWAL DEFAULT
The
undersigned hereby certifies to Standard Bank PLC (the “Issuing
Bank”),
with
reference to Irrevocable Letter of Credit No. _______ (the “Letter
of Credit”)
issued
by the Issuing Bank in favor of ▇▇▇▇▇▇ Capital, LLC (the “Beneficiary”),
and
for the account of Gran Tierra Energy Inc. (the “Account
Party”),
that
the undersigned is a duly authorized officer of the Beneficiary, that any
capitalized term used but not defined herein shall have its respective meaning
set forth in the Letter of Credit or the Colombian Participation Agreement
referred to therein and that:
The
Beneficiary is entitled to draw the Letter of Credit in full and deposit the
Stated Amount in the escrow account at the ▇▇▇▇▇▇ Escrow Bank specified below
(the “Escrow
Account”).
The
▇▇▇▇▇▇ Escrow Agreement has been executed by each of the Beneficiary and the
▇▇▇▇▇▇ Escrow Bank, and contains the provisions required by the Colombian
Participation Agreement. A copy of such executed ▇▇▇▇▇▇ Escrow Agreement is
delivered herewith. The Beneficiary hereby directs the Issuing Bank to pay
the
Stated Amount under the Letter of Credit by wire transfer of such amount in
immediately available funds directly to the Escrow Account, as
follows:
Bank
Name:
Address:
ABA
No.:
Account
Name:
Account
No.:
Attention:
[Include
either [A] or [B].]
[A]
The
Beneficiary hereby further certifies to the Issuing Bank that: (I) the Initial
Term has not expired; and (2) the Account Party has failed to extend the Expiry
Date of the Letter of Credit for an additional one year, pursuant to Section
9
of the Letter of Credit.]
[B]
The
Beneficiary hereby further certifies that:
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(1)
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not
less than 60 days nor more than 90 days prior to the Stated Termination
Date, the Beneficiary delivered written notice to the Account Party
that
the Account Party is required under Section 6 of the Participation
Agreement to deliver to the Beneficiary confirmation of an extension
of
the Letter of Credit for an additional period equal to the shorter
of (i)
one year from the Stated Termination Date and (ii) the period ending
on
the last day of the Initial Term;
and
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(2)
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the
Account Party has not provided such an extension of the Letter of
Credit
prior to the date that is 10 Business Days following the date which
is 60
days prior to the Stated Termination
Date.)
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Exhibit
B
Irrevocable
Letter of Credit
No.
________
IN
WITNESS WHEREOF, the Beneficiary has executed and delivered this Certificate
as
of the ____ day of __________, ____.
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▇▇▇▇▇▇
CAPITAL, LLC
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By:
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Title:
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Exhibit
C
Irrevocable
Letter of Credit
No.
________
CERTIFICATE
FOR A LETTER OF CREDIT REINSTATEMENT DEFAULT
The
undersigned hereby certifies to Standard Bank PLC (the “Issuing
Bank”),
with
reference to Irrevocable Letter of Credit No. ______ (the “Letter
of Credit”)
issued
by the Issuing Bank in favor of ▇▇▇▇▇▇ Capital, LLC (the “Beneficiary”),
and
for the account of Gran Tierra Energy Inc. (the “Account
Party”),
that
the undersigned is a duly authorized officer of the Beneficiary, that any
capitalized term used but not defined herein shall have its respective meaning
set forth in the Letter of Credit or the Colombian Participation Agreement
referred to therein and that:
The
Beneficiary is entitled to draw the remaining undrawn portion of the Stated
Amount of the Letter of Credit (the “Remaining
Amount”)
and
deposit the Remaining Amount in the escrow account at the ▇▇▇▇▇▇ Escrow Bank
specified below (the “Escrow
Account”).
The
▇▇▇▇▇▇ Escrow Agreement has been executed by each of the Beneficiary and the
▇▇▇▇▇▇ Escrow Bank, and contains the provisions required by the Colombian
Participation Agreement. A copy of such executed ▇▇▇▇▇▇ Escrow Agreement is
delivered herewith. The Beneficiary hereby directs the Issuing Bank to pay
the
Remaining Amount under the Letter of Credit by wire transfer of such amount
in
immediately available funds directly to the Escrow Account, as
follows:
Bank
Name:
Address:
ABA
No.:
Account
Name:
Account
No.:
Attention:
The
Beneficiary hereby further certifies that, following a prior draw under a Letter
of Credit, the Account Party has failed to deliver a new letter of Credit to
the
Beneficiary in the amount of such draw within 45 days of such draw as required
by the Columbian Participation Agreement.
IN
WITNESS WHEREOF, the Beneficiary has executed and delivered this Certificate
as
of the ____ day of __________, ____.
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▇▇▇▇▇▇
CAPITAL, LLC
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By:
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Title:
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Exhibit
D
Irrevocable
Letter of Credit
No.
________
CERTIFICATE
FOR AN ISSUING BANK CREDIT
RATING
NON-MAINTENANCE DEFAULT
The
undersigned hereby certifies to Standard Bank PLC (the “Issuing
Bank”),
with
reference to Irrevocable Letter of Credit No. ______ (the “Letter
of Credit”)
issued
by the Issuing Bank in favor of ▇▇▇▇▇▇ Capital, LLC (the “Beneficiary”),
and
for the account of Gran Tierra Energy Inc. (the “Account
Party”),
that
the undersigned is a duly authorized officer of the Beneficiary, that any
capitalized term used but not defined herein shall have its respective meaning
set forth in the Letter of Credit or the Colombian Participation Agreement
referred to therein and that:
The
Beneficiary is entitled to draw the Letter of Credit in full and deposit the
Stated Amount in the escrow account at the ▇▇▇▇▇▇ Escrow Bank specified below
(the “Escrow
Account”).
The
▇▇▇▇▇▇ Escrow Agreement has been executed by each of the Beneficiary and the
▇▇▇▇▇▇ Escrow Bank, and contains the provisions required by the Colombian
Participation Agreement. A copy of such executed ▇▇▇▇▇▇ Escrow Agreement is
delivered herewith. The Beneficiary hereby directs the Issuing Bank to pay
the
Stated Amount under the Letter of Credit by wire transfer of such amount in
immediately available funds directly to the Escrow Account, as
follows:
Bank
Name:
Address:
ABA
No.:
Account
Name:
Account
No.:
Attention:
The
Beneficiary hereby further certifies that:
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A.
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the
Beneficiary delivered written notice to the Account Party that the
Issuing
Bank’s credit rating has fallen below the Issuer Acceptable Credit Rating
and requested delivery of a replacement Letter of Credit as required
under
Section 6 of the Participation Agreement;
and
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B.
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the
Account Party has not within 15 business days following receipt of
such
notice provided such a replacement Letter of
Credit.
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IN
WITNESS WHEREOF, the Beneficiary has executed and delivered this Certificate
as
of the ____ day of __________, ____.
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By:
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Title:
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