[Letterhead of Bank]
Name of Agency
Address
Standby Letter of Credit No.
Date:
Dear Sirs:
KNOW ALL MEN BY THESE PRESENTS that we, [●], a corporation organized and existing under the laws of the Republic of the Philippines (the "Issuer"), hereby establish our Irrevocable Standby Letter of Credit No. [●] (the "Letter of Credit") in your favor and for the account of [insert name of the Company] (the "Company") relating to the obligations of the Company under the [name of Agency] Information and Communications Technology Modernization Agreement dated [●] (the "Agreement") between yourselves and the Company. Capitalized terms used in this Letter of Credit shall have the meanings given to them in the Agreement except as otherwise expressly defined herein.
1. The maximum aggregate amount available under this Letter of Credit is [●] Pesos (PHP [●]) (the "Stated Amount"). The Stated Amount shall be reduced from time to time by drawings made hereunder and by express notice in writing from the Agency to the Issuer, in accordance with the terms hereof and as hereinafter provided.
2. Subject to the other provisions of this Letter of Credit, the Agency is hereby irrevocably authorized to make one or more drawings under this Letter of Credit by presenting to the Issuer, at its address set forth above, a demand for payment from the Agency in substantially the form attached as Annex A, duly completed, and that is in the form of an original letter on the Agency's letterhead signed by any of its authorized signatories.
3. Multiple drawings may be made hereunder, provided that each drawing honored by the Issuer hereunder shall reduce the amount available under this Letter of Credit. The Issuer shall be deemed to have honored a drawing hereunder if the Issuer deposits the amount of such drawing in the account (the "Designated Account") designated by the Agency in accordance with Annex A. Forthwith upon any such drawing being honored, this Letter of Credit shall be deemed to be amended to effect a reduction in the Stated Amount hereunder equal to the amount of such drawing. Any such drawing made hereunder shall be free and clear of all interest and charges and any sums due to the Issuer.
4. We hereby agree to honor each drawing hereunder made in compliance with this Letter of Credit by transferring in immediately available funds to the Designated Account the amount specified in a demand for payment at the opening of business on the first or second Business Day succeeding the date of such demand. As used herein, the term "Business Day" means any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions in [●], Philippines are authorized or obligated by law or executive order to remain closed.
5. If a demand for payment hereunder does not, in any instance, conform to the terms and conditions of this Letter of Credit, we shall give prompt notice (but within the first Business Day succeeding the date of such demand) to the Agency that the demand for payment was not effected in accordance with the terms and conditions of this Letter of Credit, stating the reasons therefor and that we will upon your instructions hold the documents at your disposal or return the same to you. Upon being notified that a demand for payment was not effected in conformity with this Letter of Credit, you may attempt to correct any such non-conforming demand and re-submit such demand in accordance with the terms and conditions hereof.
6. This Letter of Credit shall expire (unless otherwise extended in accordance with the provisions hereof) on the earliest of (i) 5:00 p.m. at the place of presentation on [insert date no less than one year from date of the Letter of Credit], (ii) the date on which we receive confirmation from you that the Stated Amount has been reduced to zero, and (iii) the date on which we have honored a drawing or drawings in an aggregate amount equal to the Stated Amount (the "Expiration Date"); provided, however that with respect to subclause (i), on the Business Day immediately preceding such Expiration Date, the Expiration Date shall be automatically extended to the date one year after such Expiration Date (or, in the event that such date is not a Business Day, the Business Day immediately preceding such date), unless the Issuer notifies the Agency in writing not less than fourteen (14) Days prior to such Expiration Date that such Expiration Date will not be extended; and provided, further, that upon notification that this Letter of Credit will not be extended the Agency may draw hereunder for the full undrawn portion of this Letter of Credit by the Agency's written certificate of demand for payment hereunder in substantially the form of Annex A hereto and signed by one of the Agency's authorized representatives, provided that such demand is received by the Issuer before the then current Expiration Date.
7. All documents presented to the Issuer in connection with any drawing hereunder, as well as all notices and other communications to the Issuer in respect of this Letter of Credit, shall be in writing and addressed and presented to the Issuer at its address set forth above. Such documents, notices, and communications shall make specific reference to this Letter of Credit by number. Such documents, notices, and other communications may be delivered or sent by courier to the Issuer at its address set forth above (or at such other address as the Issuer shall have specified in writing to the Agency):
8. This Letter of Credit may not be cancelled or amended without the prior written consent of the Issuer and the Agency.
9. This Letter of Credit sets forth our undertaking and our agreement with you and such undertaking and such agreement may not in any way be modified, amended, amplified, or limited by reference to any other document, instrument, or agreement referred to herein.
10. The Issuer hereby agrees that it shall have no recourse to the Agency if the Applicant fails at any time to pay any amounts which may from time to time to be due and payable by it to the Issuer in relation to this Letter of Credit.
11. References in this Letter of Credit to the Agreement or any other document or instrument, except to the Annexes hereto, are for identification purposes only. The Agreement and such other documents and instruments are not incorporated herein, nor are they made a part of this Letter of Credit.
12. This Letter of Credit is issued subject to the Uniform Customs and Practice for Documentary Credits, 1993 revision, International Chamber of Commerce Publication No. 500 ("UCP 500"), the provisions of which are incorporated into this Letter of Credit, except to the extent superseded by the express terms and conditions of this Letter of Credit and excluding Article 41 (Installment Shipments/Drawings) and Article 48 (Transferable Credit) in their entirety, excluding the last sentence of Article 17 (Force Majeure) and substituting therefor the following: If this Letter of Credit should expire during an interruption of our business as described in Article 17, the Issuer hereby agrees to honor any demand presented in accordance with this Letter of Credit within thirty (30) days after the resumption of our business.
13. To the extent that the provisions of this Letter of Credit are not governed by UCP 500 this Letter of Credit shall be governed by the laws of the Republic of the Philippines and construed in accordance with said laws, without regard to principles of conflicts of law.