BE
PURPORTEDLY SIGNED BY AN OFFICER OF THE BENEFICIARY.
3.
ORIGINAL LETTER OF CREDIT MUST ACCOMPANY
THE TRANSFER REQUEST FORM.
4.
PAYMENT OF TRANSFER FEE MUST BE MADE BY
EITHER BENEFICIARY'S CERTIFIED CHECK OR CASHIER'S CHECK PAYABLE TO MACQUARIE
BANK LIMITED COVERING OUR TRANSFER FEE.
5.
PLEASE ENSURE ALL INFORMATION IS
COMPLETED.
6.
PLEASE USE THE FOLLOWING FORMAT:
DEMAND FOR TRANSFER
,
ISSUING BANK
MACQUARIE BANK LIMITED
1 MARTIN PLACE
SYDNEY NSW 2000
AUSTRALIA
ATTN: EXECUTIVE DIRECTOR, LEGAL RISK MANAGEMENT DIVISION,
FIXED INCOME, CURRENCIES AND COMMODITIES
FACSIMILE NO.: (+61 2) 8232 4540
TELEPHONE NO.: (+61 2) 8232 3333
E-MAIL: FICC.NOTICES@MACQUARIE.COM
WITH A COPY TO:
MACQUARIE BANK LIMITED
HOUSTON REPRESENTATIVE OFFICE
ATTN: TRADE FINANCE, LEVEL 31
500 DALLAS STREET
HOUSTON, TEXAS 77002
FACSIMILE NO.: (+1 713) 275-6369
TELEPHONE NO.: (+1 713) 275-8975
RE:
MACQUARIE BANK LIMITED IRREVOCABLE STANDBY LETTER
OF CREDIT NO. [CLXXXXX] ("LETTER OF CREDIT")
THE UNDERSIGNED BENEFICIARY DEMANDS TRANSFER OF THE RIGHTS TO DEMAND FURTHER
PAYMENT UNDER THE LETTER OF CREDIT TO THE FOLLOWING PERSON AT THE FOLLOWING
ADDRESS:
BENEFICIARY STATES THAT THE NAME OF THE ABOVE-IDENTIFIED TRANSFEREE IS THE FULL
AND CORRECT LEGAL NAME OF SUCH PERSON.
BENEFICIARY STATES THAT THE ABOVE-IDENTIFIED PERSON IS THE TRANSFEREE, FROM AND
AFTER THE EFFECTIVE DATE SHOWN BELOW, OF ALL OF BENEFICIARY'S RIGHTS THAT ARE
SUPPORTED BY THE LETTER OF CREDIT AND BENEFICIARY'S RELATED OBLIGATIONS UNDER
THAT CERTAIN PURCHASE AND SALE AGREEMENT DATED AS OF JANUARY 8, 2006 BETWEEN
DUKE ENERGY AMERICAS, LLC AND DYNEGY POWER GENERATION INC. (F/K/A DYNEGY POWER
GENERATION, LLC, LSP POWER GENERATION, LLC AND LSP BAY II HARBOR HOLDING, LLC),
AS AMENDED (THE "INITIAL PSA"), AND THAT CERTAIN PSA AND LETTER OF CREDIT
AMENDMENT AGREEMENT MADE AND ENTERED INTO AS OF JULY 27, 2011, BY AND BETWEEN
DYNEGY POWER GENERATION INC.
ON BEHALF OF ITSELF AND EACH OF ITS AFFILIATES
THAT IS REFERENCED AS A PARTY THEREON.
BENEFICIARY FURTHER STATES THAT THERE IS NO OUTSTANDING DEMAND OR REQUEST FOR
PAYMENT OR OTHER TRANSFER UNDER THE LETTER OF CREDIT.
BENEFICIARY AGREES TO
MAKE NO SUCH DEMAND WHILE THIS DEMAND FOR
TRANSFER IS OUTSTANDING, PROVIDED, HOWEVER, THAT YOU AGREE TO NOTIFY THE
UNDERSIGNED BENEFICIARY IN WRITING ON OR BEFORE THE PROPOSED EFFECTIVE DATE OF
THE TRANSFER OF THE COMPLETION AND APPROVAL OF THE REQUESTED TRANSFER, OR OF
YOUR REJECTION OR DENIAL OF THE REQUESTED TRANSFER WHEREUPON BENEFICIARY (IN THE
EVENT OF A DENIAL) OR TRANSFEREE (IN THE EVENT OF A TRANSFER) SHALL AGAIN HAVE
THE RIGHT TO DEMAND PAYMENTS UNDER THE LETTER OF CREDIT IN ACCORDANCE WITH THE
TERMS THEREOF.
ENCLOSED IS THE LETTER OF CREDIT (INCLUDING ALL AMENDMENTS).
PLEASE EFFECTUATE
THE DEMANDED TRANSFER AS OF THE FOLLOWING EFFECTIVE DATE:
(WHICH EFFECTIVE DATE IS NOT LESS
THAN TEN BUSINESS DAYS AFTER THE DATE OF THIS DEMAND FOR TRANSFER).
PLEASE DO
SO BY MARKING AND DELIVERING THE LETTER OF CREDIT OR BY DELIVERING A REPLACEMENT
TO THE ABOVE-IDENTIFIED PERSON AS THE TRANSFEREE BENEFICIARY AND BY NOTIFYING
THE UNDERSIGNED THEREOF.
BENEFICIARY AGREES TO PAY, ON DEMAND, ISSUER'S CUSTOMARY TRANSFER FEE