Valles
Title: Director
[*] = Information redacted pursuant to a confidential treatment request.
Such
omitted information has been filed separately with the Securities and Exchange
Commission.
LEGAL_US_W # 59144342.1
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EXHIBIT A
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER
LETTER OF CREDIT AMOUNT
ISSUE DATE
EXPIRY DATE
USD
7,000,000.00
BENEFICIARY:
APPLICANT:
TENASKA POWER SERVICES
CO.
COMMERCE
ENERGY, INC.
1701 E. LAMAR BLVD., SUITE
100
600
ANTON BLVD., SUITE 2000
ARLINGTON, TX
76006
COSTA
MESA, CA 92626
WE HEREBY OPEN OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR FOR THE
ACCOUNT OF THE ABOVE REFERENCED APPLICANT IN THE AGGREGATE AMOUNT OF (SEVEN
MILLION AND 00/100 U.S. DOLLARS) USD 7,000,000.00 WHICH IS AVAILABLE BY PAYMENT
UPON PRESENTATION OF THE FOLLOWING DOCUMENTS:
1.
A DRAFT AT SIGHT DRAWN ON WACHOVIA BANK, NATIONAL ASSOCIATION, DULY
ENDORSED ON ITS REVERSE SIDE THEREOF BY THE BENEFICIARY, AND BEARING THE CLAUSE,
"DRAWN UNDER WACHOVIA BANK, NATIONAL ASSOCIATION STANDBY LETTER OF CREDIT
NO.
."
2.
THE ORIGINAL LETTER OF CREDIT AND ANY AMENDMENTS ATTACHED
THERETO.
(IF YOUR DEMAND DRAFT REPRESENTS A PARTIAL DRAWING HEREUNDER, WE WILL
ENDORSE THE ORIGINAL.
IF, HOWEVER, YOUR DEMAND REPRESENTS A FULL DRAWING OR IF
SUCH DRAWING IS PRESENTED ON THE DAY OF THE RELEVANT EXPIRATION DATE HEREOF, WE
WILL HOLD THE ORIGINAL FOR OUR FILES AND REMOVE SAME FROM CIRCULATION.)
3.
A DATED STATEMENT ISSUED ON THE LETTERHEAD OF THE BENEFICIARY AND
PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE STATING:
THE UNDERSIGNED
HEREBY REPRESENTS AND WARRANTS THAT THE AMOUNT OF THE ACCOMPANYING DRAFT
REPRESENTS AND COVERS CERTAIN UNPAID INVOICES OWED BY APPLICANT TO
BENEFICIARY.
WE THEREFORE DEMAND PAYMENT IN THE AMOUNT OF (INSERT AMOUNT) AS
SAME IS DUE AND OWING.
4.
COPY(IES) OF INVOICE(S) MARKED "UNPAID".
PARTIAL DRAWINGS ARE PERMITTED.
IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY
EXTENDED WITHOUT WRITTEN AMENDMENT FOR ONE YEAR PERIODS FROM THE PRESENT OR ANY
FUTURE EXPIRY DATE UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO SUCH EXPIRATION
DATE, WE SEND THE BENEFICIARY NOTICE AT THE ABOVE STATED ADDRESS BY OVERNIGHT
COURIER THAT WE ELECT NOT TO EXTEND THIS LETTER OF CREDIT BEYOND THE INITIAL OR
ANY EXTENDED EXPIRY DATE THEREOF.
ALL BANK CHARGES ARE FOR THE ACCOUNT OF THE APPLICANT.
THIS IRREVOCABLE LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR
UNDERTAKING.
THIS UNDERTAKING IS INDEPENDENT OF AND SHALL NOT IN ANY WAY BE
MODIFIED, AMENDED, AMPLIFIED, OR INCORPORATED BY REFERENCE TO ANY DOCUMENT,
CONTRACT, OR AGREEMENT REFERENCED HEREIN.
CONTINUED ON NEXT PAGE WHICH FORMS AN INTEGRAL PART OF
THIS LETTER OF CREDIT
LEGAL_US_W # 59144342.1
IRREVOCABLE STANDBY LETTER OF CREDIT NO. PAGE NO. 2
WE HEREBY AGREE WITH YOU THAT DRAFT(S) DRAWN UNDER AND IN COMPLIANCE WITH THE
TERMS AND CONDITIONS OF THIS CREDIT SHALL BE DULY HONORED IF PRESENTED TOGETHER
WITH DOCUMENT(S) AS SPECIFIED AT OUR OFFICE LOCATED AT 401 LINDEN STREET, MAIL
CODE NC6034, WINSTON SALEM, NC 27101, ATTENTION:
STANDBY LETTERS OF CREDIT ON
OR BEFORE THE ABOVE STATED EXPIRY DATE,