FORM OF SUPPLIER LETTER OF CREDIT
Sample DS Letter of Credit
____________________
Letter of Credit No. ______________________
To: ____________________________________ (“Beneficiary”)
1. We hereby establish in your favor this irrevocable transferable Letter of Credit (this
Letter of Credit”) for the account of ______________________________________
(the “Applicant”), in the aggregate amount of $________________ effective immediately
and available to you at sight upon demand at our counters at _______________________
and expiring 364 days from date of issuance or any extension thereof (in the form of
Annex 5), unless terminated earlier or automatically extended, in accordance with the
provisions hereof or otherwise extended.
2. This Letter of Credit is issued at the request of the Applicant, and we hereby irrevocably
authorize you to draw on us, in accordance with the terms and conditions hereof, up to
the maximum amount of this Letter of Credit, subject to reduction as provided in
paragraph 11 hereof. This Letter of Credit may be drawn upon an Event of Default under
the DS Supplier Master Agreement(s) between the Applicant and you, dated
_____________________.
3. A partial or full drawing hereunder may be made by you on any Business Day on or prior
to the expiration of this Letter of Credit by delivering, by no later than 11:00 A.M. (New
York, NY time
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) on such Business Day to _____________________________________,
________________________________________________________________________
(i) a notice executed by you in the form of Annex 1 hereto, appropriately completed and
duly signed by an Authorized Officer of the Beneficiary and (ii) your draft in the form of
Annex 2 hereto, appropriately completed and duly signed by an Authorized Officer of the
Beneficiary. Authorized Officer shall mean President, Treasurer, any Vice President or
any Assistant Treasurer.
4. We may, but shall not be obligated to, accept any request to issue a substitute Letter of
Credit. Such request shall be in an Availability Certificate in the form of Annex 3 hereto
by you to us for exchange for a new Letter of Credit in the amount set forth in an
Availability Certificate, which amount shall not exceed the present value of this letter of
credit. Upon acceptance by us of any such request to issue a substitute Letter of Credit
for exchange, the new Letter of Credit shall be issued in the amount as set forth in the
Availability Certificate.
5. We hereby agree to honor a drawing hereunder made in compliance with the terms and
provisions of this Letter of Credit by transferring in immediately available funds the
amount specified in the draft delivered to us in connection with such drawing to such
account at such bank in the United States as you may specify in your draft delivered to us
pursuant to Paragraph 3 hereof, by 3:00 P.M. (New York, NY time) on the date of such
drawing, if delivery of this requisite document is made prior to 11:00 AM (New York,
NY time) on a business day pursuant to Paragraph 3 herein above, but at the opening of
business on the first Business Day next succeeding the date of such drawing if delivery of
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If the issuer of the Letter of Credit is located in an area that is not in the Eastern time zone, this time and all other
times in this Letter of Credit, and the definition of a business day should be adjusted accordingly
the requisite document is made on or after 11:00 AM (New York, NY time) on any
Business Day pursuant to Paragraph 3 herein above.
6. If a demand for payment made by you hereunder does not, in any instance, conform to
the terms and conditions of this Letter of Credit, we shall give you prompt notice (not
exceeding three (3) Business Days following the date of receipt of the documents) that
the demand for payment was not effected in accordance with the terms and conditions of
this Letter of Credit, stating the reasons therefore and that we will upon your instructions
hold any documents at your disposal or return the same to you. Upon being notified that
the demand for payment was not effected in conformity with this Letter of Credit, you
may attempt to correct any such non-conforming demand for payment to the extent that
you are entitled to do so, provided, however, in such event a conforming demand for
payment must be timely made in accordance with the terms of this Letter of Credit.
7. This Letter of Credit will automatically terminate and be delivered to us for cancellation
on the earliest of (i) the making by you of the drawings in an amount equal to the
maximum amount available to be made hereunder, (ii) the date we issue a new letter of
credit in exchange for this Letter of Credit in accordance with paragraph 4 herein above,
(iii) the date we receive from you a Certificate of Expiration in the form of Annex 4
hereto, or (iv) will be automatically extended without written amendment for successive
additional one (1) year periods from the current or any future extended expiry date,
unless at least ninety (90) days prior to such date of expiration, we give written notice to
the Beneficiary by registered or certified mail, return receipt requested, or by overnight
courier, at the address set forth above, or at such other address of which prior written
notice has been provided to us, that we elect not to renew this irrevocable standby Letter
of Credit for such additional one (1) year period.
8. As used herein:
Availability Certificate” shall mean a certificate substantially in the form of Annex 3
hereto, appropriately completed and duly signed by your authorized officer.
“Business Day” shall mean any day on which commercial banks are not authorized or
required to close in New York, New York and any day on which payments can be
effected on the Fed wire system.
9. This Letter of Credit is assignable and transferable, in accordance with Annex 6, to an
entity who you certify to us in the form of Annex 6, and we hereby consent to such
assignment or transfer, provided that this Letter of Credit may not otherwise be amended
or modified without consent from us, you and the Applicant, and except as otherwise
expressly stated herein, is subject to the Uniform Customs and Practice for Documentary
Credits 2007 Revision, ICC Publication No. 600, or any successor publication thereto
(the “UCP”). Any and all transfer fees, expenses and costs shall be borne by the
Applicant. This Letter of Credit shall, as to matters not governed by the UCP, be
governed and construed in accordance with New York law, without regard to principles
of conflicts of law. Transfers fees shall be borne by the Applicant.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, changed, amplified or limited by reference to any
document, instrument or agreement referred to herein, except for Annexes 1 through 6
hereto and the notices referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except as set
forth above.
10. We certify that as of ____________________ we _______________________________
satisfy the senior unsecured debt rating of “A” from Standard & Poor’s Rating Service or
“A2” from Moody’s Investor Service Inc.
11. The amount which may be drawn by you under this Letter of Credit shall be automatically
reduced by the amount of any drawings paid through us referencing this Letter of Credit No.
______________________. Partial drawings are permitted hereunder.
12. Faxed document(s) are acceptable. Presentation by fax must be made to fax number
____________________ confirmed by telephone to ____________________________.
13. In the event of act of God, riot, civil commotion, insurrection, war, terrorism or by any strikes
or lock outs, or any cause beyond our control, that interrupts our business, and causes the place
for presentation of this letter of credit to be closed for business on the last day of presentation,
the expiration date of this letter of credit shall be automatically extended without amendment
to a date thirty (30) calendar days after the place for presentation reopens for business.
14. This original letter of credit has been sent to the Beneficiary located at
______________________________________________________________above (as per
Applicant’s instructions). The aggregate amount paid to the ___________________________
during the validity of this Letter of Credit will not exceed the amount of this Letter of Credit.
Any demands or communications in the form of the attached Annexes (except for Annex 5) or
other communications directed to us under this Letter of Credit must be signed by an
Authorized Officer of the _____________________________. Acceptance or rejection of
any amendments to this Letter of Credit or any extensions pursuant to Annex 5 must be signed
by an Authorized Officer of ______________________________.
Very truly yours,
(Bank)
By: ______________________________ By: _______________________________
Name: ____________________________ Name: _____________________________
Title: ____________________________ Title: _____________________________
Date: ____________________________ Date: _____________________________
Annex 1 to Letter of Credit
DRAWING UNDER LETTER OF CREDIT NO. _________________
__________________________
To: ______________________________________
________________________________________________________________________
Attention: Standby Letter of Credit Unit
Ladies and Gentlemen:
The undersigned is making a drawing under the above-referenced Letter of Credit in the
amount specified below and hereby certifies to you as follows:
1. Capitalized terms used herein that are defined herein shall have the meanings ascribed
thereto in the Letter of Credit.
2. "Pursuant to Paragraph 2 of the Letter of Credit No. __________________, dated
_______________________, the undersigned is entitled to make a drawing under the Letter of
Credit in the aggregate amount of $_____________________, inasmuch as there is an Event of
Default under any DS Supplier Master Agreement between the Applicant and us.
3. We acknowledge that, upon your honoring the drawing herein requested, the amount of
the Letter of Credit available for drawing shall be automatically decreased by an amount equal to
this drawing.
Very truly yours,
_________________________________
By: ___________________________ By: ___________________________
Name: ________________________ Name: ________________________
Title: ________________________ Title: ________________________
Date: ________________________ Date: ________________________
Annex 2 to Letter of Credit
DRAWING UNDER LETTER OF CREDIT NO. ___________________
____________________________
ON ____________________________
PAY TO: ______________________________________________
$ ____________________
FOR VALUE RECEIVED AND CHARGE TO ACCOUNT OF LETTER OF CREDIT NO.
____________________
OF
___________________________________________
________________________________________________________________________
___________________________________________
By: ______________________________ By: ______________________________
Name: ____________________________ Name: ____________________________
Title: ____________________________ Title: ____________________________
Date: ____________________________ Date: ____________________________
Annex 3 to Letter of Credit
AVAILABILITY CERTIFICATE
UNDER LETTER OF CREDIT NO. ___________________
____________________________
To: ______________________________________
________________________________________________________________________
Attention: Standby Letter of Credit Unit
Ladies and Gentlemen:
Each of the undersigned hereby requests that, in exchange for the above-referenced Letter of
Credit, a new Letter of Credit be issued in the aggregate amount of $________________(the
New Amount”) and to expire on _________________, but otherwise in the form of this Letter
of Credit.
Please acknowledge your intention to issue such new Letter of Credit in the New Amount
upon the surrender of the above-referenced Letter of Credit by signing the attached
acknowledgment copy hereof and forwarding it to:
(Beneficiary) (Beneficiary)
(Address) (Address)
_________________________________ _________________________________
_________________________________ _________________________________
_________________________________ _________________________________
(Beneficiary) (Beneficiary)
(Address) (Address)
_________________________________ _________________________________
_________________________________ _________________________________
_________________________________ _________________________________
Annex 3 to Letter of Credit (Continued)
Very truly yours,
______________________________________
By: ______________________________ By: ______________________________
Name: ____________________________ Name: ____________________________
Title: ____________________________ Title: ____________________________
Date: ____________________________ Date: ____________________________
APPLICANT NAME Agreed and Accepted: _______________________
By: ______________________________ By: ______________________________
Name: ____________________________ Name: ____________________________
Title: ____________________________ Title: ____________________________
Date: ____________________________ Date: ____________________________
Annex 4 to Letter of Credit
CERTIFICATE OF EXPIRATION
OF LETTER OF CREDIT NO. __________________
________________________________
To: ________________________________________
________________________________________________________________________
Attention: Standby Letter of Credit Unit
Ladies and Gentlemen:
The undersigned hereby certifies to you that the above referenced Letter of Credit may be
cancelled without payment. Attached hereto is said Letter of Credit, marked cancelled.
_____________________________________________
By: ___________________________ By:__________________________
Name: ________________________ Name: ________________________
Title: ________________________ Title: ________________________
Date: ________________________ Date: ________________________
cc: __________________________________________
Annex 5 to Letter of Credit
NOTICE OF EXTENSION
OF LETTER OF CREDIT NO. ________________
________________________________
To: __________________________________________
Re: Our Letter of Credit no. _________________ presently in the aggregate amount of USD
_________________ issued for the account of ____________________________________ and
expiring on _____________________________.
.
On the expiration date of the Letter of Credit no._________________, we will issue a new Letter
of Credit No._______________ to expire on _________________________. This new Letter of
Credit No.______________ will, aside from the expiration date be in the amount and form of our
Letter of Credit No._________________.
Very truly yours,
BANK _________________________________________
By: _________________________
Name: ______________________
Title: ______________________
Date: ______________________
cc: __________________________________________
Annex 6 to Letter of Credit
NOTICE OF TRANSFER
OF LETTER OF CREDIT NO. ___________________
________________________________
To: ________________________________________
________________________________________________________________________
To Whom It May Concern:
Re: Credit________________
Issued by: ________________________________________
Advice No.: ______________
For the value received, the undersigned beneficiary hereby irrevocably transfers to:
____________________________________________
(Name of Transferee)
______________________________________________________________________________
(Address)
all rights of the undersigned beneficiary to draw under the above Letter of Credit in its entirety.
By this transfer, all rights of the undersigned beneficiary in such Letter of Credit are transferred
to the transferee and the transferee shall have the sole rights as beneficiary thereof, including sole
rights relating to any amendments whether increases or extensions or other amendments and
whether now existing or hereafter made. All amendments are to be advised direct to the
transferee without necessity of any consent of or notice to the undersigned beneficiary.
The advice of such Letter of Credit is returned herewith, and we ask you to endorse the transfer
on the reverse thereof, and forward it direct to the transferee with your customary notice of
transfer.
Enclosed is a certified check in the amount of $ _________________ in payment of your transfer
commission and in addition we agree to pay to you on demand any expenses that may be
incurred by you in conjunction with this transfer.
Very Truly Yours,
____________________________________________
(Signature of the Company)
The above signature with title as stated conforms to that on file with us and is authorized for the
execution of said instruments.
(Name of authenticating party)
_____________________________________________
(Authorized signature of authenticating party)
Name: ___________________________
Title: ____________________________