AS USED HEREIN, "BUSINESS DAY"
MEANS ANY DAY OTHER THAN SATURDAY, SUNDAY OR A LEGAL HOLIDAY IN NEW YORK CITY.
WE HEREBY ENGAGE WITH YOU THAT DOCUMENTS PRESENTED UNDER AND IN CONFORMITY WITH
THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT WILL BE DULY HONORED ON
PRESENTATION IF PRESENTED AT THE ISSUER'S OFFICE ON OR BEFORE THE EXPIRATION
DATE OF THIS LETTER OF CREDIT.
THIS LETTER OF CREDIT SETS FORTH IN FULL OUR UNDERTAKING, AND SUCH UNDERTAKING
SHALL NOT IN ANY WAY BE MODIFIED, AMENDED, AMPLIFIED OR LIMITED BY REFERENCE TO
THE RELEVANT CONTRACT OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT; AND ANY
SUCH REFERENCE SHALL NOT BE DEEMED TO INCORPORATE HEREIN BY REFERENCE ANY
DOCUMENT, INSTRUMENT OR AGREEMENT.
THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES,
INTERNATIONAL CHAMBER OF COMMERCE (ICC) PUBLICATION No. 590 ("ISP98") AND AS TO
MATTERS NOT ADDRESSED BY THE ISP98 SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION,
ARTICLE 5 OF THE UNIFORM COMMERCIAL CODE OF THE STATE OF NEW YORK).
PLEASE ADDRESS ALL CORRESPONDENCE REGARDING THIS LETTER OF CREDIT TO THE
ATTENTION OF THE STANDBY LETTER OF CREDIT UNIT, MORGAN STANLEY CAPITAL GROUP
INC., 2000 WESTCHESTER AVENUE, PURCHASE, NEW YORK 10577, INCLUDING THE LETTER OF
CREDIT NUMBER MENTIONED ABOVE.
47
FOR TELEPHONE ASSISTANCE, PLEASE CONTACT [INSERT INFORMATION], AND HAVE THIS
LETTER OF CREDIT NUMBER AVAILABLE.
VERY TRULY YOURS,
MORGAN STANLEY CAPITAL GROUP INC.
BY:
TITLE:
48
EXHIBIT A-2 TO
FACILITY AND SECURITY AGREEMENT
STANDBY LETTER OF CREDIT
DATE:
BENEFICIARY:
(NAME, ADDRESS, AND)
CONTACT PERSON AND
HIS/HER DEPARTMENT AND
TELEPHONE AND FAX
NUMBERS)
GENTLEMEN:
BY THE ORDER OF DYNEGY HOLDINGS INC.
APPLICANT
ADDRESS:
1000 LOUISIANA STREET, SUITE 5800
HOUSTON, TEXAS
77002-5050
EXPIRATION DATE:
____________, 20__
WE, MORGAN STANLEY CAPITAL GROUP INC. (THE "ISSUER"), ISSUE THIS IRREVOCABLE
STANDBY LETTER OF CREDIT NUMBER _______________ (THE "LETTER OF CREDIT") IN
FAVOR OF _______________________ (THE "BENEFICIARY") FOR THE ACCOUNT OF DYNEGY
HOLDINGS INC. (THE "APPLICANT"), FOR AN AMOUNT OF U.S. $____________________
(AMOUNT IN WORDS AND 00/100 UNITED STATES DOLLARS) EFFECTIVE IMMEDIATELY AND
EXPIRING AT THE CLOSE OF BUSINESS AT THE OFFICE OF THE ISSUER, 2000 WESTCHESTER
AVENUE, PURCHASE, NEW YORK 10577 (THE "ISSUER'S OFFICE") ON _______, _______
(THE "EXPIRATION DATE").
WE UNDERSTAND THIS LETTER OF CREDIT IS ISSUED RELATIVE
TO THE OBLIGATIONS OF THE APPLICANT UNDER THE [________________ CONTRACT], DATED
________, _______ (THE "RELEVANT CONTRACT") BETWEEN THE BENEFICIARY AND THE
APPLICANT.
49
FUNDS UNDER THIS LETTER OF CREDIT ARE AVAILABLE
AT SIGHT AND PAYABLE AT SIGHT
WHEN ACCOMPANIED BY ONE OR MORE OF THE FOLLOWING STATEMENTS DATED AND SIGNED BY
AN AUTHORIZED REPRESENTATIVE OF THE BENEFICIARY
(SIGNED AS SUCH) AND PRESENTED
TO THE ISSUER AT THE ISSUER'S OFFICE:
2.
"WE HEREBY CERTIFY THE COMMERCIAL INVOICE(S) PRESENTED TO SUPPORT THIS
DRAWING:
HAS/HAVE BEEN PRESENTED TO DYNEGY HOLDINGS INC. AND REFLECT AMOUNTS
WHICH WERE PROPERLY CALCULATED IN COMPLIANCE WITH THE TERMS OF THE RELEVANT
CONTRACT UNDER WHICH THE INVOICE(S) WAS/WERE RENDERED.
THE