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Irrevocable Letter of <br />Credit No. <br />, 1999 <br />Drafts and certificates under this Letter of Credit shall be presented to our office <br />located at , Attention: , or at any <br />other office which may be designated by us by written notice delivered to you. <br />If a presentation in respect of payment is made by you at or prior to 10:00 a.m., <br />Saint Paul, Minnesota time, on a business day, and provided that the documents so <br />presented conform to the terms and conditions hereof, payment shall be made to you, of <br />the amount specified, in immediately available funds to an account designated by you, not <br />later than 2:00 p.m., Saint Paul, Minnesota time, on the same business day. As used <br />herein, "business day" shall mean a day on which banks located in Saint Paul, Minnesota <br />and are not required or authorized by law to remain closed. <br />This Irrevocable Letter of Credit shall automatically expire and become null and <br />void at 2:00 p.m. Saint Paul, Minnesota time on February 1, 2001. <br />Except as specifically set forth herein, this Letter of Credit shall be deemed to be <br />made under the laws of the State of Minnesota, including Article 5 of the Minnesota <br />Uniform Commercial Code, and shall, except as set forth herein, be governed by Article 5 <br />of the Minnesota Uniform Commercial Code. <br />We hereby agree that any draft drawn under and in compliance with the terms of <br />this Letter of Credit will be duly honored by us by wire transfer of immediately available <br />funds upon due delivery of the certificate, as specified and appropriately completed, if <br />presented as specified on or before the expiration date hereof. <br />1058683.RED <br />V5 to V4; 7/14/99 <br />Very truly yours, <br />By <br />Its <br />E -2 <br />PAGE 52 <br />