HomeMy WebLinkAboutIrrevocable Letter of Credit Casey's Medows No:70116600 LAC
*0000000000007011660012262020* RECEIVED
IRREVOC/kg E SETTER OF CREDIT DEC 2 9 2020
Borrower: CASEY'S MEADOW LLC " --- Lender: NICOLET NATIONAL BANK
3265 CASEY TRAIL A AI O 2020 Oshkosh -Westhaverrl r OF PUBLIC WORT(
OSHKOSH,WI 54904 H'l OSHKOSH,WIEISH' WIScoNVN(
Beneficiary: CITY OF OSHKOSH
215 CHURCH ST CITY CLERK'S OFFICE
OSHKOSH,WI 54901
NO.: 70116600
EXPIRATION DATE. This letter of credit shall expire upon the close of business on 02-26-2023 and all drafts and accompanying statements or
documents must be presented to Lender on or before that time (the "Expiration Date").
AMOUNT OF CREDIT. Lender hereby establishes at the request and for the account of Borrower, an Irrevocable Letter of Credit in favor of
Beneficiary for a sum of Six Hundred Seventy-two Thousand One Hundred Sixty-nine & 00/100 Dollars ($672,169.00) (the "Letter of Credit").
These funds shall be made available to Beneficiary upon Lender's receipt from Beneficiary of sight drafts drawn on Lender at Lender's address
indicated above (or other such address that Lender may provide Beneficiary in writing) during regular business hours and accompanied by the
signed written statements or documents indicated below.
WARNING TO BENEFICIARY: PLEASE EXAMINE THIS LETTER OF CREDIT AT ONCE. IF YOU FEEL UNABLE TO MEET ANY OF ITS
REQUIREMENTS, EITHER SINGLY OR TOGETHER, YOU SHOULD CONTACT BORROWER IMMEDIATELY TO SEE IF THE LETTER OF CREDIT
CAN BE AMENDED. OTHERWISE, YOU WILL RISK LOSING PAYMENT UNDER THIS LETTER OF CREDIT FOR FAILURE TO COMPLY STRICTLY
WITH ITS TERMS AS WRITTEN.
DRAFT TERMS AND CONDITIONS. Lender shall honor drafts submitted by Beneficiary under the following terms and conditions: Dated and
purportedly signed by an authorized representative of the City of Oshkosh, evidencing Casey's Meadow LLC's failure to comply with Developer's
Agreement for Fourth Addition to Casey's Meadow South (Phase 1 E).
Upon Lender's honor of such drafts, Lender shall be fully discharged of Lender's obligations under this Letter of Credit and shall not be obligated
to make any further payments under this Letter of Credit once the full amount of credit available under this Letter of Credit has been drawn.
Beneficiary shall have no recourse against Lender for any amount paid under this Letter of Credit once Lender has honored 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 a party or under the name of a party purporting to act for Beneficiary, purporting to claim through Beneficiary, or posing as
Beneficiary without Beneficiary's authorization. By paying 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 any amount
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 any funds received by Beneficiary in excess of
the Letter of Credit's maximum drawing amount.
USE RESTRICTIONS. All drafts must be marked "DRAWN UNDER NICOLET NATIONAL BANK IRREVOCABLE LETTER OF CREDIT NO.
70116600 DATED 02-26-2019," and the amount of each draft shall be marked on the draft. Only Beneficiary may complete a draft and
accompanying statements or documents required by this Letter of Credit and make a draw under this Letter of Credit. This original Letter of
Credit must accompany any draft drawn hereunder.
Partial draws are 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 hereon; in the alternative, and in its sole discretion, Lender may issue a substitute Letter of Credit to Beneficiary in the amount
shown above, less any partial draw(s).
PERMITTED TRANSrercet . The right to draw under this Letter of Credit shall lie nontransferable, except for:
A. A transfer (in its entirety, but not in part) by direct operation of law to the administrator, executor, bankruptcy trustee, receiver,
liquidator, successor, or other representative at law of the original Beneficiary; and
B. The first immediate transfer (in its entirety, but not in part) by such legal representative to a third party after express approval of a
governmental body(judicial, administrative, or executive).
TRANSFEREES REQUIRED DOCUMENTS. When the presenter is a permitted transferee (i) by operation of law or (ii) a third party receiving
transfer from a legal representative, as described above, the documents required for a draw shall include a certified copy of the one or more
documents which show the presenter's authority to claim through or to act with authority for the original Beneficiary.
COMPLIANCE BURDEN. Lender is not responsible for any impossibility or other difficulty in achieving strict compliance with the requirements of
this Letter of Credit precisely as written. Beneficiary understands and acknowledges: (i)that unless and until the present wording of this Letter
of Credit is amended with Lender's prior written consent, the burden of complying strictly with such wording remains solely upon Beneficiary,
and (ii)that Lender is relying upon the lack of such amendment as constituting Beneficiary's initial and continued approval of such wording.
NON-SEVERABILITY. If any aspect of this Letter of Credit is ever declared unenforceable for any reason by any court or governmental body
having jurisdiction, Lender's entire engagement under this Letter of Credit shall be deemed null and void ab initio, and both Lender and
Beneficiary shall be restored to the position each would have occupied with all rights available as though this Letter of Credit had never
occurred. This non-severability provision shall override all other provisions in this Letter of Credit, no matter where such provision appears
within this Letter of Credit.
GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the State of Wisconsin without regard to its conflicts of law provisions, and except to the extent such laws are inconsistent with the
2007 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce, ICC Publication No.
600. This Agreement has been accepted by Lender in the State of Wisconsin.
EXPIRATION. Lender hereby agrees with Beneficiary that drafts drawn under and in compliance with the terms of this Letter of Credit will be
duly honored if presented to Lender on or before the Expiration Date unless otherwise provided for above.
IRREVOCABLE LETTER OF CREDIT
Loan No: 70116600 (Continued) Page 2
AMENDMENT TO ORIGINAL LETTER OF CREDIT. We hereby issue an amendment to our Irrevocable Standby Letter of Credit No. 70116600
dated February 26, 2019 as follows:
Decrease Letter of Credit by$584,473.51 (previously $1,256,642.51)The amended Letter of credit amount is$672,169.00
All other terms and conditions of the Letter of Credit remain the same.
Dated: December 26, 2020
LENDER:
NICOLET NATIONAL BANK
By: .�
Timothy Vogelsang,SV Depu Chief Credit Officer
ENDORSEMENT OF DRAFTS DRAWN:
Amount Amount
Date Negotiated By In Words In Figures
LaserPro.Ver.20.3.10.002 Copr.Fm as0a USA Corporation 1997.2020. All Rights Reserved. -WI C 1CFILLPL`.C<3LOC.FC TR-55630 PR.93
000110101110110111111111111101111011011
*0000000000007007719312052020*
IRREVOCABLE LETTER OF CREDIT RECEIVED
2 9
Borrower: CASEY'S MEADOW LLC Lender: NICOLET NATIONAL BANK DEC
3265 CASEY TRL Oshkosh -Westhaven 2020
OSHKOSH,WI 54904 1041 N WESTHAVENVRF`1E OF puBLic, ���
OSHKOSH,WI 54904OS1jI(QsH Svl� RKS
Beneficiary: CITY OF OSHKOSH CO�N,S1;y
215 CHURCH ST
OSHKOSH,WI 54901
NO.: 70077193
EXPIRATION DATE. This letter of credit shall expire upon the close of business on 12-05-2021 and all drafts and accompanying statements or
documents must be presented to Lender on or before that time (the"Expiration Date").
AMOUNT OF CREDIT. Lender hereby establishes at the request and for the account of Borrower, an Irrevocable Letter of Credit in favor of
Beneficiary for a sum of Three Hundred Fifty-one Thousand & 00/100 Dollars ($351,000.00) (the "Letter of Credit"). These funds shall be
made available to Beneficiary upon Lender's receipt from Beneficiary of sight drafts drawn on Lender at Lender's address indicated above (or
other such address that Lender may provide Beneficiary in writing) during regular business hours and accompanied by the signed written
statements or documents indicated below.
WARNING TO BENEFICIARY: PLEASE EXAMINE THIS LETTER OF CREDIT AT ONCE. IF YOU FEEL UNABLE TO MEET ANY OF ITS
REQUIREMENTS, EITHER SINGLY OR TOGETHER, YOU SHOULD CONTACT BORROWER IMMEDIATELY TO SEE IF THE LETTER OF CREDIT
CAN BE AMENDED. OTHERWISE, YOU WILL RISK LOSING PAYMENT UNDER THIS LETTER OF CREDIT FOR FAILURE TO COMPLY STRICTLY
WITH ITS TERMS AS WRITTEN.
DRAFT TERMS AND CONDITIONS. Lender shall honor drafts submitted by Beneficiary under the following terms and conditions: Dated and
purportedly signed by an authorized representative of the City of Oshkosh, evidencing Casey's Meadow LLC's failure to comply with the
Developer's Agreement for Third Addition to Casey's Meadow South (Phase 1 D).
Upon Lender's honor of such drafts, Lender shall be fully discharged of Lender's obligations under this Letter of Credit and shall not be obligated
to make any further payments under this Letter of Credit once the full amount of credit available under this Letter of Credit has been drawn.
Beneficiary shall have no recourse against Lender for any amount paid under this Letter of Credit once Lender has honored 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 a party or under the name of a party purporting to act for Beneficiary, purporting to claim through Beneficiary, or posing as
Beneficiary without Beneficiary's authorization. By paying 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 any amount
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 any funds received by Beneficiary in excess of
the Letter of Credit's maximum drawing amount.
USE RESTRICTIONS. All drafts must be marked "DRAWN UNDER NICOLET NATIONAL BANK IRREVOCABLE LETTER OF CREDIT NO.
70077193 DATED 12-05-2017," and the amount of each draft shall be marked on the draft. Only Beneficiary may complete a draft and
accompanying statements or documents required by this Letter of Credit and make a draw under this Letter of Credit. This original Letter of
Credit must accompany any draft drawn hereunder.
Partial draws are 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 hereon; in the alternative, and in its sole discretion, Lender may issue a substitute Letter of Credit to Beneficiary in the amount
shown above, less any partial draw(s).
PERMITTED TRANSFEREES. The right to draw under this Letter of Credit shall be nontransferable, except for:
A. A transfer (in its entirety, but not in part) by direct operation of law to the administrator, executor, bankruptcy trustee, receiver,
liquidator, successor, or other representative at law of the original Beneficiary; and
B. The first immediate transfer (in its entirety, but not in part) by such legal representative to a third party after express approval of a
governmental body(judicial, administrative, or executive).
TRANSFEREES REQUIRED DOCUMENTS. When the presenter is a permitted transferee (i) by operation of law or (ii) a third party receiving
transfer from a legal representative, as described above, the documents required for a draw shall include a certified copy of the one or more
documents which show the presenter's authority to claim through or to act with authority for the original Beneficiary.
COMPLIANCE BURDEN. Lender is not responsible for any impossibility or other difficulty in achieving strict compliance with the requirements of
this Letter of Credit precisely as written. Beneficiary understands and acknowledges: (i)that unless and until the present wording of this Letter
of Credit is amended with Lender's prior written consent, the burden of complying strictly with such wording remains solely upon Beneficiary,
and (ii)that Lender is relying upon the lack of such amendment as constituting Beneficiary's initial and continued approval of such wording.
NON-SEVERABILITY. If any aspect of this Letter of Credit is ever declared unenforceable for any reason by any court or governmental body
having jurisdiction, Lender's entire engagement under this Letter of Credit shall be deemed null and void ab initio, and both Lender and
Beneficiary shall be restored to the position each would have occupied with all rights available as though this Letter of Credit had never
occurred. This non-severability provision shall override all other provisions in this Letter of Credit, no matter where such provision appears
within this Letter of Credit.
GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the State of Wisconsin without regard to its conflicts of law provisions, and except to the extent such laws are inconsistent with the
2007 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce, ICC Publication No.
600. This Agreement has been accepted by Lender in the State of Wisconsin.
EXPIRATION. Lender hereby agrees with Beneficiary that drafts drawn under and in compliance with the terms of this Letter of Credit will be
duly honored if presented to Lender on or before the Expiration Date unless otherwise provided for above.
IRREVOCABLE LETTER OF CREDIT
Loan No: 70077193 (Continued) Page 2
AMENDMENT TO ORIGINAL LETTER OF CREDIT. We hereby issue an amendment to our Irrevocable Standby Letter of Credit No. 70077193
dated December 5, 2017 as follows:
Decrease Letter of Credit by$268,842.00 (previously$619,842.00)The amended Letter of credit amount is$351,000.00
All other terms and conditions of the Letter of Credit remain the same.
Dated: December 5, 2020
LENDER:
NICOLET NATIONAL BANK
By: Jr—�
Timothy Vogelsang, , Commere anking
ENDORSEMENT OF DRAFTS DRAWN:
Amount Amount
Date Negotiated By In Words In Figures
LeaerPra,Vor.20.3.10.002 Cop,.Finastra USA Corporalron 1997.2020. All Rights Reserved -WI C.ICFIILPLICR3L0C.FC TR-55077 PR-93
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