Form 7-2

Standby Letter of Credit

Irrevocable Standby Letter of Credit No. [number]

Beneficiary:

Address of Beneficiary:

We hereby issue our Irrevocable Standby Letter of Credit No. [number] (this “Letter of Credit”) in your favor at the request and for the account of [name of account party] in the amount up to but not exceeding the aggregate sum of [amount in words] U.S. Dollars (U.S. $[amount in numerals]) effective immediately and expiring as set forth below.

This Letter of Credit is payable only in a single drawing.

This Letter of Credit is payable in partial and multiple drawings.

This Letter of Credit is payable upon presentation of the following:

1.Your sight draft drawn on us.

2.A written sworn statement signed by a purportedly authorized officer of Benefi­ciary stating that it is entitled to the amount of U.S. $[amount] and that the amount is due and payable as a result of the account party’s failure to perform its obligations under the terms of [identify underlying instrument, e.g., the credit agreement].

3.The original of this Letter of Credit.

This Letter of Credit shall expire on [date].

It is a condition of this Letter of Credit that it shall be automatically extended without amendment for an additional period of [extension period, e.g., one year] from the present or any future expiration date unless at least [number] days before that date we notify Beneficiary in writing at its above address by registered mail or courier services that we elect not to renew this Letter of Credit for the additional period. Upon receipt by Beneficiary of such notice Ben­eficiary may draw under this Letter of Credit before or on the then-current expiration date by presentation to us of the following:

1.Your sight draft drawn on us.

2.A written sworn statement signed by a purportedly authorized officer of Benefi­ciary stating that it is entitled to the amount of U.S. $[amount] and that the amount is due and payable as a result of our having given a notice of nonextension of this Letter of Credit.

3.The original of this Letter of Credit.

This Letter of Credit may not be transferred or assigned in whole or in part.

This Letter of Credit may be transferred or assigned to [successor, e.g., any successor agent under the credit agreement].

This Letter of Credit sets forth in full the terms of our undertaking, which shall not in any way be modified or amplified by reference to any document, instrument, or agreement referred to herein or to which this Letter of Credit relates, and any such reference shall not be deemed to incorporate herein by reference any document, instrument, or agreement.

This Letter of Credit shall be governed by the Uniform Commercial Code as enacted in the State of [Texas/[state]] on the date of its issuance and shall also, to the extent not inconsis­tent with that code, be governed by [International Standby Practices 1998, International Chamber of Commerce Publication No. 590 (ISP98)/Uniform Customs and Practice for Doc­umentary Credits, International Chamber of Commerce Publication No. 600 (UCP)].

Notwithstanding article 36 of the UCP, if this Letter of Credit expires while we are closed for a reason beyond our control, we will honor a presentation under this Letter of Credit provided the presentation is made within thirty days of the resumption of our business.

[Name of issuer]

By       
        [Name and title of officer or agent]

Date: