Request for submission of Binding Financial Offers for the acquisition of

99.32% of the share capital of XYZ Bank

1 Introduction

1.1 This Request for Submission of binding Financial Offers ("Request") is exclusively
addressed to the Interested Parties qualified to participate in the Second Phase of the Tender
Process ("Prequalified Parties") who have also executed a Confidentiality Agreement and
specifies the terms and conditions of participation in, and the process and timetable for, the
second phase of the Tender Process ("Second Phase") for the acquisition of XYZ Bank AAA.

1.2 Prequalified Parties are reminded that the terms and conditions of the invitation to submit an
expression of interest for the acquisition of the Sale Shares (as defined below) held by Seller in
XYZ BANK AAA, dated [●] ("Invitation") continue to apply. If there is any discrepancy,
uncertainty or inconsistency between the terms and conditions of the Invitation and those of this
Request, the terms and conditions of this Request shall prevail to the extent of such
inconsistency. Unless otherwise defined in this Request, capitalised terms used in this Request
have the meaning given to them in the Invitation.

2 The Bank

2.1 XYZ BANK AAA is a bank established and operating under the Laws of AAA (the "Bank").
The Bank has, as of the date hereof, an issued and fully paid up share capital of [●] divided into
[●] common registered shares each of a nominal value of [●]. Seller ("Seller") is the sole
registered owner and holder of ordinary registered shares of a nominal value of [●] representing
99.32% of the fully paid up share capital of the Bank. Seller has engaged DEF to act as
financial adviser ("Financial Adviser") and HIJ to act as legal advisers ("Legal Advisers")
(the Financial Adviser and the Legal Advisers together the "Advisers") in connection with the
Tender Process and the Transaction. The Advisers will not be responsible to any person other
than Seller for providing advice in relation to the Transaction, the Tender Process or any matter
referred to in this Request.

2.2 All information regarding the Bank included in this Request and/or the VDR is intended to
assist the Prequalified Parties in the preparation and submission of their binding Financial
Offers. This information is provided for information purposes only and is not exhaustive. No
representation or undertaking is given as to the accuracy, adequacy or completeness of this
information. Seller, the Bank or any of the Advisers shall not be liable for any inaccuracies,
oversights or omissions in or from any such materials. Prequalified Parties are required to
conduct their own investigation and data analysis regarding the Bank, and should consult with
their own advisers regarding the Bank and the Transaction.

 
 2 

3 Time line of principal events

3.1 A time line of the principal events of the Second Phase is set out below.
[●]

3.2 Each of the dates is indicative and subject to change. In the event that changes to this
timetable are made, Prequalified Parties will be notified accordingly via e-mail from the
Financial Adviser.

4 General Terms of Second Phase

4.1 Own risk

Prequalified Parties participate in the Tender Process at their own risk. Such participation does
not give any grounds for any right for compensation from the Seller, the Bank or any of the
Advisers.

4.2 Tender Process expenses

Prequalified Parties shall bear any and all costs and expenses in connection with the Tender
Process and the Transaction.

4.3 Language of Tender Process

The official language of the Tender Process shall be English. All documents submitted as part
of a Financial Offer shall be in English.

4.4 Clarifications

Prequalified Parties may submit requests for clarifications in respect of this Request via email to
[●].

4.5 New interested parties

Seller reserves the right to allow, at its discretion, at any time other parties to participate in the
Second Phase of the Tender Process.

5 Second Phase process

5.1 Virtual Data Room

Following the execution of the Confidentiality Agreement, Prequalified Parties shall have access

 
 3 

to a VDR in which information relating to the Bank and its business shall be available. In order
to gain access to the VDR, a Prequalified Party shall first be required to accept the VDR Rules
in the form set out in Appendix 1 to this Request.

Prequalified Parties may submit requests for clarifications in respect of the documents available
in the VDR. Such requests may be submitted as provided in par. 6.1 of Appendix 1 through the
relevant facility available through the VDR on the VDR Q&A Submission Days and must be
made in English.

5.2 Management presentation

Each Prequalified Party shall be granted the opportunity to attend a presentation by the
management of the Bank. Further details in this respect shall be notified to the Prequalified
Parties in due course.

5.3 Comments on the First Draft SPA and finalisation thereof

Prequalified Parties shall have the opportunity to submit comments on a draft share purchase
agreement provided to them ("First Draft SPA") which will set out the terms on which it is
intended that Seller will agree to sell and an eventual purchaser will agree to purchase the Sale
Shares. Mark-ups of the First Draft SPA shall be submitted by the Prequalified Parties via email
to [●] by [●]. Such email should have attached to it: (i) a blacklined version (in Microsoft Word
format), with all amendments to the First Draft SPA requested by the relevant Prequalified Party
being clearly marked; and (ii) a separate document (in Microsoft Word or Adobe PDF format)
providing a basic rationale pertaining to the material amendments requested and comments
made by the relevant Prequalified Party in respect of the First Draft SPA. The documents above
must be in English.

The Advisers may request clarifications with respect to any comments provided by the
Prequalified Parties on the First Draft SPA by an e-mail addressed to the relevant Prequalified
Party. Seller reserves the right, at its sole discretion, to change the dates notified to the
Prequalified Parties and, if appropriate, to allow for further rounds of comments on the First
Draft SPA by the Prequalified Parties to take place, in which event details of the new dates
and/or further opportunity for comments will be notified to the Prequalified Parties by email.

6 Seller shall accept or reject comments made by the Prequalified Parties on the First Draft
SPA at its absolute discretion and reserves the right to make any additions, deletions or
amendments to the First Draft SPA at any time. The terms of the final share purchase
agreement for the acquisition of the Sale Shares ("Final SPA") communicated to the
Prequalified Parties will not be subject to further amendment by or negotiation with any
Prequalified Party who submit a Financial Offer.

 
 4 

Submission of binding Financial Offers

6.1 Financial Offers to be submitted by the Prequalified Parties must include the following
documents:
(i) a letter, substantially in the form set out in Appendix 2 to this Request, signed by the
duly authorised representative of the Prequalified Party (and in the case of a
consortium, signed by the duly authorised representative of each member of such
consortium) indicating the total cash amount in EUR offered by that Prequalified Party
for the acquisition of the Sale Shares and which the Prequalified Party is willing to pay
to Seller at completion of the Transaction ("Financial Consideration") and describing
the methods and sources (including the cash and debt components of its Financial
Offer) by which the Prequalified Party intends to finance the Financial Consideration
("Financial Sources");
(ii) a letter, substantially in the form set out in Appendix 3 to this Request, from one or
more banks or other financial institutions confirming the existence of the Financial
Sources indicated by which the Prequalified Party will finance the Financial
Consideration. ((i) and (ii) together the "Financial Offer").
Prequalified Parties must fill out the above forms of the Financial Offer in a clear manner.

6.2 Financial Offers must also be accompanied by a copy or extract of the resolution of the
competent corporate body of the respective Prequalified Party (or, in the case of a consortium,
of each consortium member or, in the case of a private equity firm or a fund, of its investment
manager/general partner), by which:
(i) the submission by the Prequalifying Party of the binding and unconditional Financial
Offer is approved;
(ii) a declaration is provided that the Prequalified Party and the persons of par. 3.3 of the
Invitation meet at the date of submission of the Financial Offer the prequalification
requirements set out in the Invitation;
(iii) a declaration is provided that the Prequalified Party submits the Financial Offer on his
own behalf and not on behalf of a third party;
(iv) a declaration is provided that the Prequalified Party unconditionally and unreservedly
accepts the terms of this Request and disqualification from the Tender Process or
failure to succeed in the Tender Process does not create any right to compensation
for the Prequalified Party.
(v) the Prequalified Party's corporate details submitted during the First Phase as required
by the Invitation (full name, shareholding / ownership structure, registered office
address, phone and fax numbers, email address and internet website address) are
confirmed or updated.

6.3 Unconditional Financial Offers

 
 5 

The Financial Offers submitted by the Prequalified Parties must be binding, unconditional and
unreserved, subject to execution of the Final SPA and any conditions precedent provided for in
the Final SPA.

6.4 Validity period of Financial Offers

Each Financial Offer shall be valid and binding on the respective Prequalified Party and capable
of acceptance by Seller for a period ending three (3) months following the Submission Deadline.
Seller will reject any Financial Offer that stipulates a shorter period of validity. Upon request by
Seller, the validity period of the Financial Offers may be extended as may be agreed in writing
between the Seller and the relevant Prequalified Party. The Prequalified Party which will be
selected by the Seller as the preferred bidder ("Preferred Bidder") will be invited to extend the
validity period of its Financial Offer in accordance with par. 8.1 below.

6.5 Submission of Financial Offers

The Financial Offers should be labeled as follows:

[Prequalified Party's Name]

Financial Offer for the acquisition of XYZ BANK AAA

All documents contained in the Financial Offer must be submitted either in hard copy or in
electronic form to be submitted in person or by courier to [●] at [●].

6.6 Submission Deadline

Submission of Financial Offers must take place by 17:00 on [●] (“Submission Deadline”).

7 Evaluation of Financial Offers

7.1 Each Financial Offer (including the letters accompanying it) submitted shall be reviewed by
Seller and its Advisers to verify compliance with the terms and conditions provided in this
Request and the Invitation. Any Financial Offers that does not comply with the terms and
conditions of this Request or of the Invitation will be considered unacceptable and will be
rejected.

7.2 Seller, at its own discretion, reserves the right to request Prequalified Parties to correct,
supplement or provide clarifications on the submitted documents. If a Prequalified Party fails to
correct, supplement or clarify the documents of its Financial Offer as per the request of the
Seller, that Prequalified Party may be disqualified and shall have no right of appeal in respect of

 
 6 

such disqualification and may not bring a claim against Seller or the Advisers or any of their
directors, officers, agents, employees in respect of such disqualification.

7.3 Seller reserves the right to request all Prequalified Parties to improve their Financial Offers.

7.4 Based on the Financial Offers submitted, Seller will select and declare the Preferred Bidder.
The Financial Offer of the Preferred Bidder shall be valid and binding until execution of the Final
SPA. The Financial Consideration amount offered by the Preferred Bidder will be the purchase
price for the Sale Shares to be included in the Final SPA when it is executed.

8 Obligations of the Preferred Bidder

8.1 Extension of the validity period of Financial Offer

After its selection, the Preferred Bidder must, if requested so, immediately extend, by written
confirmation to Seller, the validity of its Financial Offer until the date of execution of the Final
SPA.

8.2 Obtaining approvals, clearances and consents

The Preferred Bidder shall use best endeavours so that all approvals, clearances or consents
required for the execution of the Final SPA are fulfilled or obtained, at its own cost, promptly
after its selection.

8.3 Substitute Preferred Bidder

In the event that the Preferred Bidder originally declared as such by Seller withdraws or
purports to withdraw its Financial Offer or otherwise fails to execute the Final SPA within the
deadline set by Seller, Seller may elect to declare another Prequalified Party that submitted a
Financial Offer as Preferred Bidder.

9 Execution of the Final SPA - Fulfilment of conditions precedent - Completion of the

Transaction

9.1 Provided that the above terms and conditions have been met, the Final SPA shall be signed
between Seller and the Preferred Bidder or the SPV (as the case may be) on the date notified
by Seller to the Preferred Bidder.

9.2 The Preferred Bidder and/or the SPV (as the case may be) shall procure that: (i) all of the
conditions, approvals, clearances or consents as set out in the Final SPA are fulfilled, at its
cost, after execution of the Final SPA and prior to the longstop date specified therein; and (ii) all

 
 7 

financing conditions required to be satisfied to permit funding of its Financial Offer are fulfilled or
obtained, at its cost, prior to completion of the Transaction.

9.3 Following fulfilment of any conditions precedent set out in the Final SPA completion of the
Transaction will occur.

10 Legal Notice

10.1 Seller reserves the right to postpone or modify or cancel the Tender Process and its terms
and conditions at any time, or to repeat the Tender Process, at its absolute discretion, without
incurring any liability vis-à-vis the Prequalified Parties and/or any third parties.

10.2 Participation in the Tender Process shall constitute proof that the Prequalified Party (and in
case of consortium each of its members): (a) is aware and accepts the terms of this Request
without any reservation; (b) declares that the Prequalified Party complies with the
prequalification requirements set out in the Invitation and this Request; (c) waives any right to
claim damages for whatsoever reason against Seller and the Advisers for any decision,
including, but not limited to, in case of any postponement, cancellation or repetition of the
Tender Process or disqualification from it; (d) is acting as principal and not as agent and (e)
accepts all the responsibilities and obligations relating to any matter arising out of the
participation in the Tender Process and/or the Transaction.

10.3 Any failure of any Prequalified Party to satisfy the terms of this Request or any failure to
provide any information requested may be deemed by Seller, at its discretion, as sufficient
reason for the rejection of a Financial Offer or disqualification of a Prequalified Party.

10.4 No responsibility or liability is or will be accepted by Seller and the Advisers in respect of
any error or misstatement in or omission from this document, the contents of the VDR, any
responses to requests for clarification from Prequalified Parties or any other information or data
provided by Seller or the Advisers in connection with the Transaction at any time.

10.5 This document is not intended to form the basis of any investment decision or investment
recommendation made by Seller or any of the Advisers and does not constitute the giving of
investment advice by Seller or any of the Advisers. Each Prequalified Party to whom the
document is made available must make their own independent assessment of this document
after making such investigation and taking such professional advice, as they deem necessary.

10.6 Seller shall not disclose the Financial Offers submitted for any purpose other than in
connection with the fulfillment of its statutory duties.

10.7 The Tender Process and this Request shall be governed by and construed in accordance

 
 8 

with AAA law. The courts of AAA shall have exclusive jurisdiction in relation to any disputes
arising from the Tender Process and this Request.

 
 9 

APPENDIX 1

VIRTUAL DATA ROOM RULES

This document sets out the rules and procedures (“VDR Rules”) governing the use of the virtual
data room (“VDR”) made available to the Prequalified Parties and their advisers in relation to
the Request. Capitalised Terms not otherwise defined in these VDR Rules shall have the
meaning given to them in the Request for binding Financial Offers.

1 Contents

All information contained in the VDR, including information added before the closing of the VDR
and information provided in response to questions ("Information"), which constitutes
"Confidential Information" for the purposes of the confidentiality agreement that the Seller has
entered into with each Prequalified Party ("Confidentiality Agreement"), is being made
available by Seller subject to and on the terms of the Confidentiality Agreement and these VDR
Rules. In case the terms of the Confidentiality Agreement and these VDR Rules conflict, the
Confidentiality Agreement shall prevail.

1.1 No representation or warranty (whether express or implied) is given and no responsibility or

liability is accepted by Seller, the Advisers, or any agents, officers or affiliates of Seller and the
Advisers as to the accuracy or completeness of any factual information or the reasonableness
of any opinion comprised in the Information or otherwise.

1.2 The Information, or any part thereof, does not constitute an offer, commitment to proceed
with any transaction or proposal by or on behalf of Seller, the Advisers or any agents, officers or
affiliates of Seller and the Advisers nor does it form the basis of any contract.

1.3 Additional documents may be added to the VDR from time to time. It is intended that
Prequalified Parties and their advisers will be notified of changes to the documents contained in
the VDR by an “Alert” email indicating that new documents have been added. Prequalified
Parties and their advisers are also advised to check the VDR daily as the inclusion of new
documents will also be apparent from doing so. However, no obligation is undertaken or
accepted by Seller or the Advisers to provide any additional or updated Information or to correct
any inaccuracies or discrepancies in the Information. The VDR does not purport to be
comprehensive nor contain all the documents or Information that a Prequalified Party may
need.

1.4 The Prequalified Parties, actual or potential competitors of the Bank, and their advisers shall
insure that no Sensitive Commercial Information (as defined below) shall reach the executives
or any other representatives of the Prequalified Parties who take strategic market decisions of

 
 10 

such Prequalified Parties. The VDR data shall be adequately filtered by (i) the external
consultants employed by the Parties, having signed a confidentiality agreement and holding
adequate expertise on competition law matters and/or by (ii) internal clean teams of the
Prequalified Parties, which are formed of employees who do not hold a market face role, sign a
confidentiality agreement preventing the internal flow of information and are properly trained in
competition law issues.

1.5 For the purpose of interpreting the VDR Rules herein, Sensitive Commercial Information
means information that:
(i) In the normal course of business, a Party would not wish the other Party to have
access to that information, in particular, if the Closing Date under the proposed
Transaction does not occur; or
(ii) A Party might change or adopt a certain commercial decision or strategy on the basis
of the information; or
(iii) A current or potential supplier or other third party (e.g. a competitor or potential
competitor) could object to the exchange of that information on the basis of Applicable
Law and/or relevant applicable antitrust regulation. This includes, inter alia,
information on pricing, costs, commercial strategy, quantities, marketing plans, risks,
investments, technologies, fidelity programs and their results which is not in the public
domain and applies to current or future business.

1.6 However, the following type of information should not be deemed to constitute Sensitive
Commercial Information when:
(a) It is in the public domain prior to disclosure;
(b) It is lawfully in the receiving Party’s possession or in the possession of any of its
Representatives prior to disclosure;
(c) It qualifies as historic data (in principle, older than 1 year);
(d) Aggregated, statistical or generalized past or current data.

2 Access to the VDR

2.1 Access to the VDR by any Prequalified Party or its advisers is subject to a legal
representative of the Prequalified Party having signed a copy of these VDR Rules and returned
it by email addressed to [●] at [●] together with a complete list of not more than 15 persons
requiring access to the VDR in the form annexed to these VDR Rules.

2.2 Each individual who is authorised to access the VDR will be allocated and sent a unique
user name and temporary password to enable such person to access the VDR.

3 Availability of the VDR

 
 11 

With the exception of scheduled down time and unless otherwise advised, the VDR will be open
24 hours per day, seven days per week from [●] until [●]. Seller or the Advisers may, in their
discretion, deny, suspend, limit or revoke the access of any user to the VDR. Users must
comply immediately with any requests by a representative of Seller or the Advisers about the
use of the VDR.

4 Use of the Information

4.1 If any Information is printed, it shall be deemed to have been printed on, and shall remain
subject to, the terms of these VDR Rules and the Confidentiality Agreement. Notwithstanding
the terms of the Confidentiality Agreement, each user must, if asked to do so by the Seller,
return to the Seller or, at the Seller’s option, destroy all documents which it has printed from the
VDR and any Information derived or generated from the VDR in any medium and any copies of
the foregoing, without any delay, as provided for in the Confidentiality Agreement, save to the
extent that the user is required to maintain and copy such documents or information under
applicable laws and regulations.

4.2 The Information may not be defaced, marked, altered, modified, varied, moved, damaged or
destroyed and the sequence of the Information may not be altered.

5 Security

5.1 Individuals who have been allocated and sent user names and passwords must not reveal
their user name and password to anyone for any reason whatsoever. Should further individuals
require user names and passwords, please contact [●] at [●].

5.2 When accessing the VDR, individuals must: (i) take all necessary steps to ensure that none
of the Information is visible to, or capable of being overlooked by, other persons; (ii) not leave
their computer (or other communications device through which they have logged-on to the
VDR) unattended whilst they are logged-on to the VDR; and (iii) ensure that they log-out of the
VDR when they have finished using it, by closing down their Internet browser programme. It is
noted that the system keeps a record of which user names have been used, and at what time,
to access particular documents.

5.3 A user who gains access to areas of the VDR or to documents or Information which he/she
knows or suspects he/she should not have access to must immediately exit the area or close
the relevant document and delete it from his/her computer and inform the Advisers of what has
happened.

5.4 In any dispute over whether a user has accessed, viewed, downloaded, or performed any
other action within the VDR, the logs kept by or for the Seller on these matters shall be

 
 12 

conclusive evidence.

5.5 Users to the VDR use the VDR at their own risk. None of Seller, the Advisers nor any
agents, officers nor affiliates of Seller and the Advisers shall be liable for any damage which
results from a user's access to, or loss of access to, the VDR.

5.6 No attempt may be made to circumvent any of the security features of the VDR.

6 Further assistance

6.1 The process relating to questions regarding the Information (“VDR Q&A Process”) will
commence immediately. A single nominated individual from each Prequalified Party must
ensure that: (i) questions are submitted via the facility provided for in the VDR for submitting
questions (the "Q&A forum"). Questions should identify the subject matter and business area
according to the data room categorisation.

6.2 No obligation to answer questions or provide further information is accepted by Seller or the
Advisers.

6.3 No questions about the Information asked outside the formal VDR Q&A Process will be
answered. Any answers provided in responses to questions submitted in the VDR Q&A Process
will be provided through the Q&A forum.

7 Disclaimer

No liability is accepted by Seller, the Advisers and any officers or affiliates of them for any
damage which may be caused to any computer, computer system or other communications
device through which the VDR has been accessed, or any information stored on any such
computer, computer system or other communications device, in any way resulting from the use
of or the downloading of any information from the VDR. Individuals use the VDR entirely at their
own risk.

We hereby agree to comply with these VDR Rules. We shall ensure that each individual user
for whom we request access to the VDR will accept and comply with these VDR Rules and we
acknowledge that we shall be responsible for any such breach.

For and on behalf of

[Name of Prequalified Party]

By:

 
 13 

_________________
[Name/Title]
[Date]

List of Individuals requiring access to the VDR

 
 14 

APPENDIX 2
FORM OF FINANCIAL OFFER

To: Seller
From: [Name of Prequalified Party]
Date: [●]

Subject: Proposed acquisition of the Sale Shares in XYZ BANK AAA

Dear Sirs,

All capitalized terms used but not otherwise defined in this document have the meaning given to
them in the Request for submission of Binding Financial Offers issued by Seller dated [●]
("Request").

We hereby submit the following Financial Offer for the acquisition of the Sale Shares (as
defined in the Request):

We hereby declare that the financing required for the payment of the Financial Consideration
will be drawn from the following sources:
(i) EUR [insert amount in words and figures] drawn from cash and/or cash equivalents; and/or
(ii) EUR [insert amount in words and figures] from undrawn existing external debt facilities;
and/or
(iii) EUR [insert amount in words and figures] from new external debt sources.

We confirm that the funding of the Transaction is conditional only upon signing of the Final SPA,
any conditions precedent in the Final SPA being satisfied or waived and any conditions to
drawdown of the financing being satisfied or waived.

We hereby irrevocably commit to keep the above funds available and shall use best
endeavours to satisfy any conditions to drawdown of such funds, in order to satisfy our
obligation for payment of the Financial Consideration at completion of the Transaction.

The above Financial Offer shall be valid and binding on us for a period ending three (3) months
following the date of submission of the binding Financial Offers.

For and on behalf of

[Name of Prequalified Party]

 
 15 

APPENDIX 3
FORM OF BANK LETTER CONFIRMING FINANCIAL SOURCES

To: [Name and address of Prequalified Party]

From: [Name and address of bank]
Copy: Seller
Date: [●]

Dear Sirs,

Subject: Proposed acquisition of the Sale Shares in XYZ BANK AAA- Confirmation of financial
sources

We understand that, pursuant to a Request for Submission of Binding Financial Offers issued
by Seller dated [●]("Request"), you intend to submit a binding Financial Offer of an amount of
EUR [insert amount in words and figures] ("Financial Consideration") for the acquisition of the
Sale Shares in XYZ BANK AAA by you or by a special purpose vehicle established by you
("Transaction").

Further, we understand that you are required to confirm the Financial Sources available to
finance the Transaction, namely:
(i) the amounts of cash and cash equivalents (such as government securities and bonds,
commercial paper, minority investments in listed companies and other assets which
are ordinarily treated as cash equivalents) that are available to you in connection with
your financing of the Transaction; and/or
(ii) the amounts that are available to you under existing undrawn credit facilities in
connection with your financing of the Transaction; and/or
(iii) the amounts that will be available to you under new external debt sources in
connection with your financing of the Transaction.

With respect to amounts under (i) above, we hereby confirm that as at [insert date], you have
available [insert amount in words and figures / nature of deposits, accounts or facilities where
cash is held / nature of government securities held / nature of minority investments in listed
companies / etc.] which, when taken in aggregate, totals an amount of EUR [insert amount in
words and figures] in cash and/or cash equivalents.

With respect to amounts under (ii) above, we hereby confirm that as at [insert date], you have
available [insert amounts in words and figures / details of facility agreements / details of other
sources of funds] which, when taken in aggregate, totals an amount of EUR [insert amount in
words and figures].

 
 16 

With respect to amounts under (iii) above, we confirm that you will have the necessary external
debt sources [insert amounts in words and figures / description of debt sources] to enable you
to fully fund the Financial Consideration. Such debt sources will be available to you by us until
completion of the Transaction. As we have carried out all necessary due diligence, we confirm
that the availability of the relevant financial resources is conditional only upon: (i) the execution
by Seller and you of the Final SPA in relation to the Transaction and the fulfilment or waiver of
any conditions precedent set out in the Final SPA; and (ii) entering by you and our Bank into the
appropriate debt financing documentation and satisfaction of the drawdown conditions specified
therein.

Yours faithfully

For and on behalf of

[Name of issuing bank]