NEW YORK" WHEN ACCOMPANIED BY THE FOLLOWING DOCUMENT:
A CERTIFICATE PURPORTEDLY SIGNED BY AN AUTHORIZED OFFICER OF GFI Tyngsboro, LLC
STATING: "I/WE HEREBY CERTIFY THAT: (I) THE DRAFT ACCOMPANYING THIS CERTIFICATE
IN THE AMOUNT OF _______________________ REPRESENTS AN AMOUNT PRESENTLY DUE AND
OWING TO GFI Tyngsboro, LLC UNDER THE TERMS OF THAT CERTAIN AGREEMENT OF LEASE
(THE "LEASE") DATED AS OF July ____, 2007 BETWEEN GFI Tyngsboro, LLC AS
LANDLORD, AND BEACON POWER CORPORATION AS TENANT, AS THE SAME MAY BE AMENDED
FROM TIME TO TIME; AND (II) EITHER A.) AN "EVENT OF DEFAULT" AS SET FORTH IN
Article Fourteen OF THE LEASE HAS OCCURED; OR B.) BROWN BROTHERS HARRIMAN & CO.
HAS ELECTED NOT TO RENEW LETTER OF CREDIT NO. (AS APPLICABLE), AND BEACON POWER
CORPORATION HAS NOT PROVIDED A REPLACEMENT LETTER OF CREDIT EXPIRING NOT LATER
THAN TWELVE (12) MONTHS AFTER ISSUANCE IN CONFORMITY WITH THE TERMS OF THE
LEASE."
WE HEREBY AGREE WITH THE DRAWERS, INDORSERS AND BONA FIDE HOLDERS OF ALL DRAFTS
DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT THAT SUCH
DRAFTS WILL BE HONORED BY US IF PRESENTED TO US AT 140 BROADWAY, NEW YORK, NEW
YORK 10005-1101 ATTN: LETTER OF CREDIT GROUP ON OR BEFORE September 30, 2014
(THE "EXPIRATION DATE") OR ANY FUTURE EXPIRATION DATE AS SET FORTH HEREIN.
SPECIAL CONDITIONS:
PARTIAL AND MULTIPLE DRAWINGS ARE ALLOWED. ANY PARTIAL DRAWING UNDER THIS LETTER
OF CREDIT WILL CAUSE THE STATED AVAILABLE BALANCE TO BE REDUCED BY THE AMOUNT OF
ANY SUCH PARTIAL DRAWING.
THIS LETTER OF CREDIT IS TRANSFERABLE ONE OR MORE TIMES, BUT IN EACH INSTANCE TO
A SINGLE TRANSFEREE AND IN THE FULL AMOUNT AVAILABLE TO BE DRAWN AT THE TIME OF
SUCH TRANSFER.
G-2
TRANSFER UNDER THIS LETTER OF CREDIT IS RESTRICTED TO THE COUNTERS OF BROWN
BROTHERS HARRIMAN & CO., NEW YORK AND ANY TRANSFER DOES NOT BECOME OPERATIVE
UNTIL THE FOLLOWING CONDITIONS HAVE BEEN COMPLIED WITH:
a)
THE ORIGINAL LETTER OF CREDIT AND SUBSEQUENT AMENDMENTS HAVE BEEN RETURNED TO
US.
b)
OUR TRANSFER FORM ANNEXED HERETO AS "EXHIBIT A" HAS BEEN SUBMITTED AND YOUR
SIGNATURE HAS BEEN AUTHENTICATED BY YOUR BANK.
c)
YOUR BANK'S SIGNATURE CIRCULAR OR CERTIFICATE OF INCUMBENCY HAS BEEN SUBMITTED
ALONG WITH EXHIBIT A, ENABLING US TO VERIFY YOUR BANK'S SIGNATURE OR YOUR BANK,
AT THEIR OPTION, CAN SEND US A TESTED TELEX OR AUTHENTICED SWIFT MESSAGE STATING
THAT "(INSERT NAME OF OFFICER) IS A (INSERT TITLE) OF (INSERT BANK NAME) AND
THAT HE/SHE IS AN AUTHORIZED SIGNER AND THAT HIS/HER SIGNATURE AS IT APPEARS ON
YOUR TRANSFER FORM IS AN EXACT SPECIMEN OF HIS/HER SIGNATURE."
d)
THE TRANSFEREE AND AUTHENTICATING BANK HAVE BEEN APPROVED BY US AS NOT BEING
CONTRARY TO U.S. FOREIGN ASSETS CONTROL OR OTHER APPLICABLE U.S. LAWS AND
REGULATIONS AND WE NOTIFY YOU ACCORDINGLY.
WHERE THERE HAS BEEN A TRANSFER THE NAME OF THE TRANSFEREE BENEFICIARY MUST BE
USED IN PLACE OF THE TRANSFEROR BENEFICIARY IN ANY REQUIRED DRAFT OR DOCUMENT.
IT IS A CONDITION