Exhibit 2.03
LETTER OF CREDIT REQUEST
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The undersigned hereby certifies that he is the Chief Executive
Officer or Chief Financial Officer of Xxxxxxxxxx Realty Investors, a Texas
real estate investment trust (the "Borrower"), and that as such he is
authorized to execute this Letter of Credit Request on behalf of the Borrower.
With reference to that certain Amended and Restated Credit Agreement dated
November __, 1996 (as the same may be amended, modified, increased,
supplemented and/or restated from time to time, the "Credit Agreement")
entered into by and among the Borrower, TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, a national banking association and each of the other banks to
become a party thereto in accordance with the terms and provisions thereof
(collectively the "Banks") and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as
Agent (the "Agent"), NATIONSBANK OF TEXAS, N.A., as Documentary Agent and
COMMERZBANK, A.G., as Co-Agent, the undersigned further certifies, represents
and warrants on behalf of the Borrower that to his best knowledge and belief
after reasonable and due investigation and review, all of the following
statements are true and correct (each capitalized term used herein having the
same meaning given to it in the Credit Agreement unless otherwise specified):
Borrower requests the issuance of a Letter of Credit under the
Credit Agreement, in the face amount of $___________________. Immediately
following the issuance of such Letter of Credit the aggregate outstanding face
amount of Letters of Credit issued and outstanding shall equal $________.
Date of issue requested; ____________, 19__;
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for the benefit of _______________;
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in the amount of $________________;
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having an expiry date of _____________, 19__; and which is
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subject to the conditions set forth in the Letter of Credit
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Application attached hereto.
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The Borrower hereby further certifies that:
(a) on the date hereof all applicable conditions to the
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issuance of the proposed Letter of Credit set forth in Sections 2.03, 4.01 and
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4.02 of the Credit Agreement have been satisfied and that the proposed Letter
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of Credit complies with the terms of the Credit Agreement;
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(b) after giving effect to the Letter of Credit herein
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requested, the aggregate unused portion of the Letter of Credit Commitment is
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$_______________, and the aggregate unused portion of the Commitment is
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$________________.
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(c) the representations and warranties contained in Article
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V of the Credit Agreement are true and correct in all material respects on and
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as of the date hereof, before and after giving effect to the issuance of the
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Letter of Credit, as though made on and as of this date.
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(d) No event has occurred or is continuing, or would result
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from such issuance of Letter of Credit, which constitutes (or would
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constitute) a Default or an Event of Default.
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Upon the issuance or extension of the proposed Letter of
Credit, the Borrower will be deemed to have recertified the foregoing on such
issuance date or extension date, as the case may be.
EXECUTED AND DELIVERED this ________ day of ________________,
199__.
XXXXXXXXXX REALTY INVESTORS
By:
Name:
Title:
