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CBD/Trade Operations Dept.
550 S. Western Ave., 1st Floor, Los Angeles, CA 90020
Tel:(213)387-3200 Fax:(213)389-8255 SWIFT:BWILUS66
APPLICATION FOR STANDBY LETTER OF CREDIT
We request that you establish an irrevocable Standby Letter of Credit on the
following terms and conditions :
Date:
MM/dd/yyyy
FOR BANK USE ONLY
L/C No.
1
ADVISING BANK (Name and Address) If blank, any Correspondent at your
option:
APPLICANT (Name and Address):
BENEFICIARY/IN FAVOR OF (Name and Address):
AMOUNT:
$
EXPIRY DATE- FOR PAYMENT AT THE COUNTERS OF THE DRAWEE BANK
Beneficiary’s draft must be accompanied by :
A Certified Statement Containing the Following Wording:
Additional Documents Required:
Partial draws on the letter of credit:
The letter of credit should be :
Permitted
Nonrenewable
Not Permitted
Renewed automatically unless notice of nonrenewal is given
I/we acknowledge and agree that acceptance of this Application by the Bank does not constitute a commitment or agreement by the Bank to issue or open
the letter of credit described in this Application and that the opening of the letter of credit is subject to approval by the Bank and receipt by me/us of such
approval. I/we further acknowledge and agree that, if this Application is approved by Bank, the final form of the letter of credit issued hereunder may be
subject to such revision and changes as are deemed necessary or appropriate by Bank, and Applicant consents to such revisions and changes. By
signing below, Applicant agrees that, if this Application is approved by Bank, the issuance of the letter of credit described in this Application, or as
amended by agreement between the parties hereto, and Applicant’s obligation to reimburse Bank for any draws paid under the letter of credit, will be
governed by the terms and conditions set forth in that certain Master Standby Letter of Credit Agreement dated as of _____________, 20___, and
executed by Applicant in favor of Bank (“Master Agreement”), which terms and conditions are hereby incorporated herein by this reference and which
shall supersede the terms and conditions of this Application to the extent that the terms of the Master Agreement are inconsistent herewith. The terms of
this Application, together with the terms of the Master Agreement, shall constitute the entire agreement between the parties hereto and shall not be
subject to change or modification except by written agreement signed by the parties hereto. Execution and delivery of the Master Agreement by me/us is
a condition precedent to any opening of the letter of credit described herein.
FOR BANK USE ONLY
(BRANCH- LOAN DEPT/ CBD- TFD DEPT)
FOR BANK USE ONLY
(TRADE OPERATIONS DEPT.)
Prepaid L/C
OR
Line of Credit
Limit/Collateral/Past due/Line Expired
Within/In Order OR
Exceeding/Out of Order
Checked by:__________ Name: ________________
Approved by: _________ Name: ________________
OFAC Checked by: ___________
Signature Verified by :_________
Prepared by: ________________
Approved by:________________
FOR THE CUSTOMER SECTION
Applicant’s Name:__________________________
TF-106 (REV. 03-10-2014)
Authorized Signature: _______________________
Title & Name:______________________________
STANDBY LETTER OF CREDIT AGREEMENT
IN CONSIDERATION OF WILSHIRE BANK ("Bank") from time
to time issuing its irrevocable standby letter of credit (each a "Credit"
and collectively, “Credits”) for the account of the undersigned
("Applicant") in the amount and on terms set forth in a Standby Letter
of Credit Application that refers to, and incorporates by reference, this
Agreement (each an "Application" and collectively, “Applications”),
and in favor of the party named as beneficiary in the Application
("Beneficiary), Applicant hereby agrees as follows:
1.
ISSUANCE OF LETTERS OF CREDIT.
(a) Payment. Applicant shall pay to Bank the principal
amount of each Advance, together with interest thereon:
□
□
□
1.1 Credits. Upon request of Applicant, as evidenced by the
submission of an Application, made from time to time during the
term of this Agreement, and subject to the full satisfaction of each
and all of the conditions set forth in Sections 1.3 (including
without limitation the review and approval of an Application by
Bank), Bank shall issue Credits containing terms substantially in
accordance with the terms of the related Application; provided,
however, that in no event shall Bank be obligated to issue a Credit
whenever the amount of the requested Credit, when combined
with the aggregate amount of the outstanding Credits issued
hereunder exceeds at any one time, the sum of
Dollars ($
).
1.2 Termination Date. Notwithstanding anything contained
herein to the contrary, Bank's obligation to issue Credits shall
, 20
,
automatically terminate without notice on
unless expressly renewed by Bank by written agreement at least
thirty (30) days prior to termination. Notwithstanding the
foregoing, upon the occurrence and during the continuation of any
“Event of Default” (as defined below), Bank may terminate
without notice its obligation to issue Credits hereunder. Applicant
acknowledges and agrees that notwithstanding the termination of
any of Bank's obligations hereunder, Applicant's obligations
hereunder shall continue until all outstanding Credits have expired
and all of Applicant’s obligations hereunder, contingent or
otherwise, have been fully and indefeasibly repaid and performed.
1.3 Conditions Precedent. Bank's obligation to issue Credits
hereunder is subject to the full satisfaction of each and all of the
following conditions:
(a) Applicant shall have executed and delivered to Bank an
original counterpart of this Agreement together with such
other documents, instruments and agreements required by
Bank.
(b) Applicant shall have submitted to Bank an original
Application containing the general terms and conditions of the
requested letter of credit and executed by an authorized officer
of Applicant, and Bank, in its sole discretion and in
accordance with the internal standards and procedures
established by Bank from time to time for transactions of this
nature, shall have approved such Application. Applicant
acknowledges and agrees that the execution and delivery by
Applicant and the acceptance by Bank of an Application shall
not be construed as a commitment or obligation by Bank to
issue a Credit.
(c) Bank shall have reviewed and approved the form and
content, along with any special requirements by Beneficiary,
of the Credit.
(d) Applicant shall have paid to Bank, and Bank shall have
received, the applicable Letter of Credit Fee in accordance
with Section 2.2.
(e) No Event of Default shall have occurred and remain
uncured, and no event shall have occurred which with the
giving of notice or the passage of time shall constitute an
Event of Default.
2.
OBLIGATIONS OF APPLICANT TO BANK
2.1 Repayment of Advances. Applicant promises to pay to
Bank or order the principal amount of each disbursement of funds
of any kind or character made by Bank or Bank's correspondents
under or in respect to a Credit (each an "Advance" and
collectively, “Advances”) together with interest thereon from the
date of the Advance until the date such amount is repaid in full, in
accordance with the following terms:
□
Immediately upon demand by Bank;
On or before the date which is
days after
Bank has given written notice that it has paid an
Advance.
From an advance under that certain line of credit or
other credit facility extended to Applicant by Bank
pursuant to that certain agreement dated
, 20
, between Applicant and Bank,
and evidenced by that certain promissory note dated
, 20
, in the original
principal amount of
Dollars
). Applicant hereby expressly
($
and irrevocably authorizes Bank to advance funds
under the line of credit or other credit facility without
further notice or demand for the purpose of
reimbursing Bank the principal amount of any
Advance. Applicant acknowledges and agrees that
notwithstanding anything contained in this Agreement
to the contrary, the advance by Bank of proceeds
under the line of credit or other credit facility referred
to in the preceding sentence shall be made only in
accordance with the terms and conditions of
documents evidencing such line of credit or other
credit facility.
By debiting that certain deposit account maintained by
Applicant with Bank which is referred to by Bank as
account numbered
("Reimbursement Account").
Applicant hereby
expressly and irrevocably authorizes Bank to debit the
Reimbursement Account without notice to or demand
on Applicant for the principal amount of any Advance
made by Bank under the Letter of Credit.
(b) Interest. Applicant shall pay to Bank interest on the
amount of each Advance from the date of the Advance until
such Advance is repaid in full. Interest payable by Applicant
on any Advance shall accrue at a rate, expressed as an annual
percentage rate, equal to:
□
□
percent (
%);
The sum of (i) the "Base Rate," plus (ii)
%), provided that such interest
percent (
rate shall change from time to time as the Base Rate
changes. As used herein, the term "Base Rate" shall
mean the rate of interest used as the reference or base
rate to establish the actual rates charged on
commercial loans and which is publicly announced or
reported from time to time by
.
2.2 Letter of Credit Fee.
(a) Payment of Initial Fee. Concurrently upon receipt by
Applicant of notice of Bank’s approval of an Application,
Applicant shall pay to Bank a letter of credit fee in an amount
equal to
percent (
%) of the face
amount of the Credit described in the approved Application
(each, a "Letter of Credit Fee"). Applicant acknowledges and
agrees that a Letter of Credit Fee shall be deemed fully earned
by Bank upon payment of such Letter of Credit Fee to Bank
and Applicant shall not be entitled to a refund of all or any
portion of such Letter of Credit Fee should Bank's obligations
under the related Credit terminate for any reason prior to the
expiration date indicated thereon.
(b) Annual Fee. So long as Bank is liable to a Beneficiary
for all or any portion of the amount of the related Credit, then
on the anniversary of the issuance date of such Credit,
Applicant shall pay to Bank in advance an annual fee in an
amount equal to
percent (
%) of that
portion of the Credit amount for which Bank remains liable to
Beneficiary (each, an "Annual Fee"). Applicant acknowledges
and agrees that an Annual Fee shall be deemed fully earned by
Bank upon payment of such Annual Fee to Bank and
Applicant shall not be entitled to a refund of all or any portion
of such Annual Fee should Bank's obligations under the
related Credit terminate for any reason prior to the expiration
date indicated thereon (or as may be extended or modified).
2.3 Commissions and Fees. Applicant shall pay Bank, on
demand, all commissions, fees and other charges (including,
where applicable, interest or discount) arising out of or in
connection with the Credit. If such amounts are not paid within
ten (10) calendar days after demand is made by Bank, Applicant
shall pay interest on such amount at the rate of interest set forth in
Section 2.1(b).
the Credit; (v) the failure of any draft presented under the Credit to
bear any reference or adequate reference to the related Credit, or
the failure to note the amount of any draft on the reverse side of
the Credit; (vi) the presentation of a draft by an assignee,
transferee or successor-in-interest of Beneficiary; (vii) any errors,
omissions, neglect or default by any correspondent bank of Bank
or any advising bank in connection with a Credit; (viii) the
occurrence or existence of any dispute or disagreement of any
kind between Applicant and Beneficiary.
2.4 Bank Expenses.
Applicant shall reimburse Bank
immediately upon demand for all expenses which Bank or Bank's
correspondents may incur under or in respect of the Credit. If
such amounts are not paid within ten (10) calendar days after
demand is made by Bank, Applicant shall pay interest on such
amount at the rate of interest set forth in Section 2.1(b).
3.
GRANT OF SECURITY INTEREST. As security for the
performance by Applicant of all of Applicant's obligations under
this Agreement and all other agreements, documents and
instruments executed by Applicant in connection with the Credit
(collectively, "Letter of Credit Documents"), whether now owing
or hereafter incurred or created, whether due or to become due and
whether absolute or contingent, Applicant hereby assigns, conveys
and grants to Bank a security interest in all of applicants now
existing and hereinafter acquired (together will all proceeds
thereof):
5.
5.3 Notice, Presentation, Demand and Protest.
Applicant hereby waives any right to notice, presentation, demand
of payment or protest.
6.
DEFAULTS AND REMEDIES.
6.1 Events of Default. Any one or more of the following shall
constitute an "Event of Default" by Applicant under this
Agreement: (i) Applicant defaults in the due and punctual
payment of any amount due in connection with any Advance or
other amount payable hereunder; (ii) any representation or
warranty made by Applicant, whether made in this Agreement,
any other document, certificate, report or other statement
heretofore or hereafter furnished by Applicant to Bank in
deposit accounts, including, without limitation, the
connection with the Credit, shall prove to be false or misleading in
Reimbursement Account and that certain deposit
any material respect, or if any such representation or warranty is
account maintained by Applicant with Bank and
withdrawn by Applicant; (iii) Applicant has committed any act or
referred to as account no.
has engaged
in anyconduct
 accounts
 inventory;
 equipment;
chattel which now or in the future may
expose any asset of Applicant to a claim by the federal or state
paper;
 farm prod
ucts;
 general intangibles;
government under asset forfeiture laws or Applicant has received
instruments;
 investment property
any notice of seizure or the government has amended forfeiture
proceedings against Applicant or any guarantor or any of their
REPRESENTATIONS
AND
WARRANTIES
OF
assets including, but not limited to, any collateral securing the
APPLICANT. Applicant hereby represents and warrants to Bank
performance of Applicant’s obligations hereunder; (iv) Applicant
as follows:
defaults in the due performance or observance of any term,
4.1 Authority. Applicant has all requisite power and authority to
provision, condition, covenant, warranty or representation
enter into this Agreement and, if applicable, to grant to Bank a
contained in this Agreement or any other document executed by
security interest in the collateral that secures Applicant's
Applicant in connection with the Credit, and such default shall not
obligations hereunder.
have been cured within 5 business days after notice thereof is
given to Applicant by Bank; (v) a petition in bankruptcy or for
4.2 Compliance With Laws. The transaction(s) contemplated
reorganization or for an arrangement or any composition,
by each Credit comply in all respects with all applicable domestic
readjustment, liquidation, dissolution or similar relief pursuant to
and foreign laws, rules and regulations.
the federal bankruptcy law or under similar present or future
federal or state bankruptcy or insolvency law, is filed by or against
4.3 Binding Obligation. This Agreement constitutes a legally
Applicant, and such petition is not dismissed within 60 days
valid and binding obligation of Applicant, enforceable against
thereafter; and (vi) Applicant ceases to exist, or any guarantor of
Applicant in accordance with its terms, except as limited by
Applicant's obligations under this Agreement or any other
applicable bankruptcy, insolvency, or reorganization or similar
document related to the Credit, revokes his/her/its guaranty, dies
laws affecting the enforcement of creditors' rights generally.
or is declared incompetent by a court of appropriate jurisdiction.
4.4 No Action or Proceeding. There is no action or proceeding
6.2 Remedies. Upon the occurrence of an Event of Default,
pending by or against Applicant or any guarantor of Applicant
Bank shall have all rights available to Bank under this Agreement,
before any court or administrative agency, and Applicant has no
any other documents related to the Credit, at law and in equity,
knowledge of any pending, threatened or imminent litigation,
including without limitation the right to file an action to enforce
governmental investigation or claim, complaint, action or
this Agreement or the right to exercise any rights under any
prosecution involving Applicant, or any guarantor of Applicant, in
documents securing Applicant's obligations hereunder. If at the
which the amount in controversy exceeds Twenty Five Thousand
time any Event of Default shall have occurred, Bank remains
Dollars ($25,000.00), except as heretofore disclosed in writing to
liable under the Credit, whether because the Credit has not yet
Bank. If any of the foregoing arise during the term of this
expired and amounts remain available to be drawn thereunder,
Agreement, Applicant shall immediately notify Bank in writing.
because drafts which have been accepted thereunder, or deferred
WAIVERS
payment obligations which have been incurred thereunder, have
not yet matured, or otherwise, then Applicant shall provide Bank,
5.1 Defenses. Applicant acknowledges and understands that
on demand, sufficient funds from which to pay all amounts for
Applicant may have the right to assert certain defenses to the
which Bank may become liable as if the Credit is thereafter fully
enforcement of Applicant's obligations hereunder that may arise
drawn and all amounts for which Bank will become liable under
by reason of certain actions of a party to the Credit transaction or
drafts and deferred payment obligations which have there before
by reason of the occurrence of certain events. Applicant hereby
been accepted or incurred but have not yet matured. All amounts
knowingly and voluntarily waives any defense to enforcement of
which Applicant is required to provide Bank pursuant to this
Applicant's obligations hereunder that may arise or be created by
Section shall be deposited in an account to be maintained with
reason of any of the following and agrees to pay all monies due
Bank as additional Collateral for Applicant's obligations hereunder
hereunder notwithstanding the occurrence of any of the following
and the unused portion thereof, if any, shall be returned, without
events: (i) the existence of any claim, setoff, defense or other
interest, to the persons legally entitled thereto when it is finally
rights which Applicant may have at any time against the Bank, the
determined by Bank that Applicant has fully discharged its
Beneficiary or any other person, whether in connection with the
obligations under this Agreement.
Credit, this Agreement or any other document or agreement
between the Beneficiary and Applicant executed in connection
7. GENERAL PROVISIONS
with the Credit; (ii) any demand, statement or any other document
7.1 Time of the Essence. Time is hereby declared to be of the
presented under the Credit proving to be forged, fraudulent,
essence of this Agreement and of every part hereof.
invalid, or insufficient in any respect or any statement therein
proving to be untrue or inaccurate in any respect whatsoever; (iii)
7.2 Transferable Credit. If the Credit is transferable, Applicant
any claim by Applicant or a third party that the presentation by the
acknowledges that Bank may take such actions as Bank deems
Beneficiary is deficient; (iv) the solvency of any party issuing any
necessary or desirable to assure itself that neither the Credit nor
documents that may be presented in connection with a draw under
any portion thereof is transferred in violation of applicable laws,
□
4.
5.2 Notice of Acceptance. Applicant hereby waives any notice
of acceptance by Bank of this Agreement.
rules or regulations and, in connection therewith (but not by way
of limitation), Applicant authorizes Bank to include as a condition
of the Credit a requirement that the identity of any proposed
transferee (whether of all or any portion of the Credit) be disclosed
to Bank, and that Bank's consent to such transfer to such transferee
be obtained before the Credit or any portion thereof is transferred.
Bank's consent to any such transfer shall not, however, constitute a
representation or warranty by Bank to Applicant or any other
person that such transfer is, in fact, legally permissible.
7.7 Severability. Each provision of this Agreement shall be
severable from every other provision of this Agreement for the
purpose of determining the legal enforceability of any specific
provision.
7.3 Notices. Except as otherwise provided herein, any notice or
other communication required or permitted to be given in writing
under this Agreement shall be personally served by messenger, or
sent by a commercial overnight delivery service (such as Federal
Express), or by certified mail, return receipt requested, and shall
be deemed given on the date actually received if served by
messenger, or on the next business day after deposit with an
overnight delivery service, or on the date of receipt as shown on
the return receipt if sent by certified mail. Applicant or Bank may
change its address for giving notices or demands hereunder by
written notice of such change to the other party in accordance with
the provisions hereof. Applicant shall promptly notify Bank of
any change of its principal place of business or mailing address in
the manner prescribed by this paragraph.
7.9 Successors and Assigns. This Agreement shall bind and
inure to the benefit of the respective successors and assigns of
each of the parties.
7.4 Entire Agreement; Amendment. This Agreement and any
agreements, instruments or documents referred to herein constitute
the entire agreement between Bank and Applicant regarding the
subject matter hereof, and all prior and/or contemporaneous
communications, verbal or written, between Bank and Applicant
regarding the subject matter hereof shall be of no further effect or
evidentiary value. No course of prior dealing between the parties
hereto, no usage of trade, and no parole or extrinsic evidence of
any nature shall be used to supplement or modify any term or
condition of this Agreement. This Agreement can be amended
only by a written agreement executed by duly authorized
representatives of Bank and Applicant.
7.5 Definitions. Terms used in this Agreement, if not defined
herein, shall have the meaning given or defined in the provisions
of the California Uniform Commercial Code, as it may be
amended, modified or replaced from time to time (“UCC”). If a
term is not defined herein or by the UCC, then such term shall be
construed in a manner that is consistent with the general intent of
this Agreement and with the general practices of the banking
industry in California.
7.6 Construction of Agreement. Neither this Agreement nor
any uncertainty or ambiguity herein shall be construed or resolved
against Bank or Applicant, whether under any rule of construction
or otherwise. On the contrary, this Agreement has been reviewed
by all parties and shall be construed and interpreted according to
the ordinary meaning of the words used so as to fairly accomplish
the purposes and intentions of the parties hereto.
7.8 Headings. All section headings and section numbers have
been set forth herein for convenience of reference only, and shall
not limit or affect the meaning or interpretation of any section
hereof.
7.10 Governing Law. This Agreement and all other agreements
and instruments required by Bank in connection herewith shall be
governed by and construed in accordance with the laws of the
State of California. Notwithstanding the foregoing to the contrary,
Applicant acknowledges and agrees that the terms of the Credit
and the rights and duties of the parties thereto shall be governed
by the International Standby Practices 1998.
7.11 Attorneys' Fees. In the event any party to this Agreement
shall be required to commence any action or proceeding against
any other party by reason of any breach or claimed breach of any
provision of this Agreement, to commence any action in any way
connected with this Agreement, or to seek a judicial declaration of
rights under this Agreement, the party prevailing in such action or
proceeding shall be entitled to recover from the other party, or
parties, the prevailing party's reasonable attorneys' fees and costs
including, without limitation, all witness fees and associated
expenses, including matters on appeal whether or not the
proceeding or action proceeds to judgment.
Date:
APPLICANT:
a
By
Name
Title