1997-09-29 LOC
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Saint Cloud, Minnesota 56302 . CITY OF ALBERTVILLE
(320) 251-7110
"LENDER"
.
BENEFICIARY
>e
IRREVOCABLE
LETTER OF
CREDIT
ALBERTVILLE MN
13
LOAN /LETTER OF
CREDIT NO.: 630
COTTAGES OF ALBERTVILLE, LLC
. IDfl'fTll'iCATIONNO;
1 0050 3411 0000
This Letter of Credit shall expire upon the earlier of:
1. the close of business on
SEPTEMBER 29, 1998
and all drafts and accompanying statements or documents
must be presented to Lender on or before that time; or
2. the day ttlat Lender honors a draw under which the full
amount of this Letter of Credit is drawn.
ST CLOUD, MN
.. 'I"E~l;I'HQNI;NO.
320 202-8000
56302
Lender indicated above ("Lender") hereby establishes an Irrevocable Lett~r of Credit in favor of Beneficiary for a sum or sums not
exceeding the aggregate amount of ONE HUNDRED FIFTY THOUSAND Am> NO/100
Dollars ($ 150.000.00). These funds shall be made available to Beneficiary against Lender's receipt from Beneficiary of
drafts drawn at sight on Lender at its address indicated above (or such other address that Lender may provide Beneficiary with written notice
of in the future) and accompanied by the signed written statements or documents indicated below.
WARNING TO BENEFICIARY: PLEASE EXAMINE THIS LETTER OF CREDITiAT ONCE. IF YOU FEEL UNABLE TO MEET ANY OF ITS
REQUIREMENTS, EITHER SINGLY OR TOGETHER, YOU SHOULD CONTACT YOUR CUSTOMER IMMEDIATELY TO SEE IF THE
LETTER OF CREDIT CAN BE AMENDED. OTHERWISE, YOU WILL RISK LO$ING PAYMENT UNDER THIS LETTER OF CREDIT FOR
FAILURE TO COMPLY STRICTLY WITH ITS TERMS AS WRITTEN.
1. DRAFT TERMS AND CONDITIONS
Lender shall honor the drafts submitted by Beneficiary under the following terms and conditions:
IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE RENTAL AND OWNER PLANNED
UNIT DEVELOPMENT/SENIOR HOUSING AGREEMENTS BETWEEN CITY OF ALBERTVILLE AND
COTTAGES OF ALBERTVILLE, LLC, DATED JULY 7, 1997.
Upon Lender's honor of such drafts and payment to the Beneficiary, Lender, once the full amount of credit available under this Letter of
Credit has been drawn, shall be fully discharged of its obligations under this Letter of Credit and shall not thereafter be obligated to make any
further payments under this Letter of Credit in respect of such demand for payme ts to Beneficiary or any other person. If a non-conforming
demand is made, Lender shall notify Beneficiary of its dishonor on or before the ti ementioned in Section 5 below.
Beneficiary Shall have no recourse against Lender for any.amount paid unde . this .Letter of Credit after Lender honors 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 any party or under the name of any party purporting to act for Beneficiary, purporting to claim through Beneficiary, or posing as
Beneficiary, By paying to Beneficiary an amount demanded in accordance with this Letter of Credit, Lender makes no representation as to
the correctness of the amount demanded and Lender shall not be liable to Beneficiary or any other person for or in respect to any amount so
paid or disbursed for any reason whatsoever, including, without limitation, any nonapplication or misapplication by Beneficiary of the
proceeds of such payment. By presenting upon Lender or a confirming bank, Beneficiary certifies that Beneficiary has not and will not
present upon the other, unless and until Beneficiary meets with dishonor. Beneficiary promises to return to Lender and confirmer 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 ZAPP NATIONAL BANK OF ST CLOUD IRREVOCABLE
LETTER OF CREDIT NO. 630 DATED SEPTEMBER 29, 1997 ", and the amount of each draft
shall be marked on the draft. Only Beneficiary or Beneficiary's Transferee (only if transferable) may complete a draft and accompanying
statements or documents required by this Letter of Credit and make a draw u.nder this Letter of Credit. This original. Letter of Credit must
accompany any draft drawn hereunder.
Partial draws [iJ are permitte~O 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 Letter of Credit. Following a partial draw, Lender shall return this
original Letter of Credit to Beneficiary with the partial draw noted thereon; in the alternative, and in its sole discretion, Lender may
issue a substitute Letter of Creditto Beneficiary in the amount shown above less any partial draw(s).
3. PERMITTED TRANSFEREES
D This Letter of Credifrnay be transferred by BE3neficiary upon providing Lender with prior written. notice of the transfer. The
Tra~sferee5hall be deemed the new Beneficiary of this Letter of Credit and the documents of the Transferee, including drafts
required under this Letter of Credit, are to be processed by Lender (or any intermediary) without the original Beneficiary's
intervention and without any further responsibility on Lender's part to the original Beneficiary.
[i] The right to draw under this Letter of Credit shall be nontransferable, except for:
A. A transfer by direct operation of law to the original Beneficiary's administrator, executor, bankruptcy trustee, receiver, liquidator,
successor, or other representatives at law; and
B. The first immediate transfer by such legal representative to a third party after express approval of a governmental body Uudicial,
administrative, or executive).
LP-MN602 @ FormAtion Technologies. Inc. (12/16/93) (800) 937-3799
4. TRANSFEREE'S REQUIRED DOCU. "S e
When the presenter is a permitted Transferee under paragraph 3 abave, the dacuments reCjuired far a draw shall include:
A. All dacuments required elsewhere in this Letter af Credit, except that such dacuments may be in the name af either the ariginal
Beneficiary ar the presenter permitted by paragraph 3; and
B. When the presenter is a permitted Transferee under paragraph 3.A ar a third party under 3.B, a certified capy af the ane ar mare
dacuments which shaw the presenter's autharity to. claim thraugh ar to. act with autharity far the ariginal Beneficiary.
5. TIMING OF DISHONOR
Under no. circumstaricesshall Lender be precluded fram relying upan any reasan far dishanar given in a cammunicatian which
Beneficiary ar the presenter receives within three (3) banking days after Lender has received the last dacument farming part af
Beneficiary's presentment (the "Three-Day Periad"). Lender shall be entitled to. rely upan any such reasan withaut regard to. either (i) the
timing af any presentment made befere the Expiratien Date, er (ii) the timing inside the Three-Day Periadaf any preliminary
cammunicatian(s) fram Lender cancerning the dishanar decisian itself ar any reaSan for dishanar. Far any such reaSan sa given during
the Three-Day Periad, Lender shall be canclusively deemed to. have met the "reasanable time", "with aut delay", and ather timing
requirements as the UCP (as hereafter defined) and U.C.C. may impase. The Expiratien Date shall nat be extended to. accammedate a
presentment made with less than tIJree (3) banking days to. go. befare the Expiratian Date, and Beneficiary sIJall nat be entitled to. submit
a draw request ar pravide Lender with any dacuments in suppert ef a draw after the Expiratian Date hereef. Nar shall Lender ever be
required to. cammunicate a dishanar decisian ar its reasans within a time less than the Three-Day Periad.
'"'.:>.... ',- --
6. COMPLIANCE BURDEN
Under no. circumstances shall Lender be held respansible far any impassibility ar ather difficulty in achieving strict campliance with tIJe
requirements af this Letter ef Credit precisely as written. Beneficiary understands and acknawledges: (i) that unless and until the present
werding af this Letter ef Credit is amended with Lender's priar written cansent, the burden af camplying strictly with such warding
remains salely upan Beneficiary; and (ii) that Lender is relying upan tIJe lack af sucIJ amendment as canstituting Beneficiary's initial and
cantinued appraval af such warding.
7. NON-SEVERABILITY
If any aspect af this Letter af Credit is ever declared unenfarceable far any reasan by any ceurt er gavernmental bedy having jurisdictien,
Lender's entireenga913ment under. !his. Letter af Credit shall be deemed nuU and vaid abinitia, and bath Lender and Beneficiary shall be
restared to. the pasitian each wauld have accupied with all rights available Cl~ tbaugh this Letter.of Credit had never accurred. This
nan-severability previsien shall everride all etherprevisiens in this Letter o.f Credit,na matter where such pravisian appears within the
Letter's bady.
8. CHOICE OF LAW/JURISDICTION
The Internatienal Chamber af Cammerce Uniferm Custams and Practice for Dacumentary Credits, 1993 Revisian, Ice Publicatian No..
500 (the "UCP") shall in all respects be deemed a part hereaf as fully as if incarparated herein and shall apply to. this Letter ef Credit. This
Agreement shall be gaverned by and canstrued in accardance with the laws ef the State ef M INN E SOT A
United States af America, except to. the extent such laws are incansistent with the UCP. Lender and Beneficiary cansent to. the
jurisdictian and venue af any caurt lacated in the State ef M INN E SOT A in the event af any legal praceeding under
this Letter ef Credit.
9. EXPIRY
Lender hereby agrees with Beneficiary that drafts drawn under and in campliance with the terms of this Letter of Credit will be duly
hanored if presentBd to. the Lender an ar before the Expiratian Date.
'-..
Dated:
LOAN OFFICER
ENDORSEMENT OF DRAFTS DRAWN:
Date
Negatiated By
Amaunt
In Wards
Amaunt
In Figures
LP-MN602 (i) FormAtion Technologies, Inc. (12/16/93) (800) 937-3799