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<br /> Financial Lanka
<br /> W B A _` f) f( 4 11245
<br /> 0 2005 Wisconsin Bankers Association/Distdbuted by FIPCO2
<br /> LETTER OF CREDIT AGREEMENT
<br /> (Standby or Documentary)
<br /> (Do not use for consumer transactions of $25,000 or less
<br /> governed by the Wisconsin Consumer Act)
<br /> Bank of Deerfield
<br /> 15 S.Main St.,P.O.Box 85.
<br /> Deerfield,WI 53531
<br /> (NAME AND ADDRESS OF BANK)
<br /> In consideration of any letter of credit("Credit") opened by the above-named bank("Bank") at the req 1 ("Customer"), and
<br /> other good and valuable consideration,the Customer agrees with Bank as follows,effective the date of thi s l,/
<br /> 1. Credits.Any Credit opened by Bank on or after the date of this Agreement upon application of the Customer shall be governed by the terms and
<br /> conditions of this Agreement unless instructions written In connection with the Credit expressly provide otherwise. This Agreement is not a
<br /> commitment by Bank to issue any Credit. Credits will be issued only upon the receipt of a separate application of the Customer for each Credit in a
<br /> form and manner acceptable to Bank, and acceptance of that application by Bank, and are subject to the lecipirettfidAVfion or before the date of
<br /> issuance Bank shall have received such resolutions, mortgages, security agreements, financing state i ts'f Whffitiet statements, and other
<br /> I documents and instruments as Bank may request.
<br /> 2. Reimbursement and Other Payment.
<br /> (a) Reimbursement. The Customer agrees to pay to Bank at its principal office, in United States cue.... f\"V,2T ti`aA�Iy draft drawn under,
<br /> or purporting to be drawn under,a Credit in accordance with payment terms set forth or referenced _.,.I i©©© he Credit under which
<br /> the draft is or is purported to be drawn.Customer also agrees to pay to Bank, upon demand following'. '•�"u"� Event of Default,the
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<br /> I full amount of all drafts which according to all outstanding Credits Bank could be required to pay at any time,which sum Bank shall hold for the
<br /> account of the Customer, without interest for the purpose of honoring any drafts when presented under such Credits. Any excess remaining
<br /> after Bank pays all drafts drawn under such Credits,all such Credits expire and all Obligations as defined in this Agreement are paid in full,shall
<br /> be retumod to the Customer.
<br /> (b) Interest..The Customer agrees to pay to Bank interest on all sums advanced by Bank without prior reimbursement by the Customer at the
<br /> rate and times set forth or referenced in the application for the Credit under which,the..sums were advanced by Bank and interest on all other
<br /> amounts unpaid by the Customer under this Agreement, until payment In full, payable.upovi demand at the highest rate specified In any
<br /> application for a Credit.
<br /> (c) Fees, Costs and Expenses.The Customer agrees to pay Bank, upon demand, its fees specified in the applications for Credits and all costs
<br /> and expenses (Including reasonable charges for legal services and expenses) paid or incurred by Bank in connection with a Credit, including
<br /> fees and charges,if any, Imposed by a correspondent bank for providing services relating to a Credit. If any change in law or regulation or in
<br /> I the interpretation of a law or regulation by any court or administrative or governmental authority charged wfth the administration of the law or
<br /> regulation shall either(I) Impose, modify or deem applicable any reserve, special deposit or similar requirement against letters of credit Issued
<br /> by Bank, or (ii) Impose upon Bank any other condition regarding this Agreement or any Credit, and the result of any event referred to above is
<br /> to increase the cost to Bank of issuing or maintaining a Credit,then, upon demand,the Customer shall pay to Bank such additional amounts as
<br /> shall,in the judgment of Bank, be sufficient to compensate Bank for such increased costs,together with interest on such amount from the date
<br /> demanded until payment In full at the highest rate specified in any application for a Credit.
<br /> 111 3. Representations and Warranties. The Customer, as of the date of issuance of each Credit, (a) represents and warrants to Bank that each
<br /> financial statement of Customer furnished to Bank Is correct and complete and fairly presents the financial condition of the Customer as of the date of
<br /> the financial statement and since the date of the last such financial statement,there has been no material adverse change in the financial condition of
<br /> the Customer, and (b) makes and affirms the Customer's representations and warranties to Bank contained in any existing and future agreement
<br /> between the Customer and Bank,and any additional representations and warranties described in Exhibit A,if one is attached to this Agreement.
<br /> I 4.Covenants.The Customer shall, so long as any Credit is outstanding and until Bank has been reimbursed for payments made by it under.any
<br /> Credit and all Obligations as defined in this Agreement have been paid in full,timely comply with(a)the Customer's duties,undertakings and covenants
<br /> in this Agreement, (b)the Customer's covenants to Bank contained in any existing and future agreement between the Customer and Bank, (c) any
<br /> additional covenants set forth In Exhibit B, if one is attached to this Agreement,and-(d)any requests Bank may make from time to time for information
<br /> respecting the financial condition of the Customer.
<br /> 5. Documents.Except as expressly provided in any Credit,the Customer agrees:
<br /> (a) Bank and its correspondents may receive and accept as "Bills of lading" relative to a Credit any documents Issued or purported to be issued
<br /> by or on behalf of any carrier which acknowledges receipt of property for transportation, whatever the specific provisions of such document,
<br /> and that the date of each such document shall be deemed the date of shipment of the property mentioned therein.
<br /> (b) Part shipments may be made under a Credit and Bank may honor the related Drafts without Inquiry, regardless of any apparent disproportion
<br /> between the quantity shipped and the amount of the related draft or the total amount of the Credit and the total quantity to be shipped under the
<br /> I Credit, but in no event shall Bank be required to honor drafts which exceed the total amount of the Credit.
<br /> (c) If a Credit specifies shipments in installments within stated periods, and the shipper falls to ship in any designated period, shipments of
<br /> subsequent installments may nevertheless be made in their respective designated periods and Bank may honor the related drafts,but in no event
<br /> shall Bank be required to honor drafts which exceed the total amount of the Credit.
<br /> (d) Bank and its correspondents may receive, accept or pay as complying with the terms of a Credit, any drafts or other documents, otherwise in
<br /> order, which purport to be signed by, issued by, or issued to an administrator, executor, trustee In bankruptcy, assignee for the benefit of
<br /> creditors, receiver or other legal representative of the party authorized under the Credit to draw or issue drafts or other documents; provided
<br /> that Bank may refuse to accept such drafts or other documents until it is satisfied as to the power and authority of the signer.
<br /> (e) Without limiting any of the foregoing,.Bank and its correspondents may accept documents of any character which comply with the provisions,
<br /> definitions, interpretations and practices contained in the "Uniform Customs and Practice For Documentary"Credits' 'published by the
<br /> International Chamber of Commerce(revision in effect at the time of the issuance of the Credit)or which comply with the laws or regulations in
<br /> force and the customs and usages of the place of shipment or negotiation.
<br /> '6. Exonerating and indemnifying Clauses.
<br /> (a) Delivery to Bank or any of its correspondents of any documents purporting to comply with the requirements of a Credit shall be sufficient
<br /> evidence of the validity,genuineness and sufficiency of those documents and of the good faith and proper performance of drawers and users of
<br /> the Credit,their agents and assignees; and Bank and its correspondents may rely on them without liability or responsibility with respect thereto,
<br /> even if such documents should in fact prove to be in any or all respects invalid, insufficient fraudulent or forged.
<br /> (b) Bank is expressly authorized and directed to honor without notice to the Customer any draft which is made under and in compliance with the
<br /> terms of a Credit without regard to, and without any duty on Bank's part to Inquire into the existence of any disputes or controversies between
<br /> the Customer,any beneficiary of any Credit or any other person or the rights,duties or liabilities of any of them.
<br /> (c) Bank and its correspondents'shall not be liable or responsible to the Customer for(I)the use which may be made of any Credit or for any act or
<br /> omission of an beneficiary, (ii)any delay in giving or failing to give any notice, (iii)any error, neglect or default of any of its correspondents,(iv)
<br /> the valid' •iri fineness of any document assigning or purporting to assign the Credit or any benefits thereunder or any act in
<br /> reliance .•• ( anslation or in the interpretation of technical terms, (vi) errors,delays, losses or misdeliveries in transmission of
<br /> telegram , 0t.e ,Tier communications or documents or Items forwarded in connection with a Credit or any draft, (vii)any failure of
<br /> any draft to bear any reference or adequa e reference to the Credit, (viii)the fact that any instructions to Bank by one purporting to be acting on
<br /> behalf of the Customer, or any signature or other act by such person, is wholly or in part insufficient, erroneous, unauthorized, fraudulent or
<br /> otherwise i v lid,��((Ixx,��t existence, the ter, quality, quantity, condition, packing, value or delivery of the property, it any,purported to be the
<br /> subject of t��Crr iiiJ(" M, rty"), (x) a ifference in character,quality,quantity,condition or value of the property from that expressed In any
<br /> documents presented or required to be esented to Bank in order to cause payment by Bank or its correspondents to the beneficiary of any
<br /> ICredit, (xi) the lime, place, manner or der in which shipment of the property is made, (xil) any partial or Incomplete shipment, or failure or
<br /> ornissioe.,to shipAn or a of proper referred to in any Credit, (xiii)the character,adequacy, validity or genuineness of any insurance,(xiv)
<br /> the solvadfl&t. Many insurer,or for any other risk connected with insurance, (xv)any deviation from Instructions delay default or
<br /> Lfraud by�eugr,gg�qkher in connection with the property or the shipping of the property, (xvi)the solvency or responsibility off any party
<br /> issuing a ehhtt9S Tin' irir�tilection with the property,(xvii)any delay in arrival,or failure to arrive,of either the property or any documents,(xvii
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