AS FOLLOWS:
"WE HEREBY CERTIFY THAT RED RIVER ENVIRONMENTAL PRODUCTS, LLC ("SELLER") IS IN
BREACH OF SECTION
OF THE CARBON SUPPLY AGREEMENT DATED AS OF
BETWEEN SELLER AND THE BENEFICIARY (THE "SUPPLY
AGREEMENT") AND HAS FAILED TO CURE SUCH BREACH AND THE BENEFICIARY IS ENTITLED
TO DRAW ON THIS STANDBY LETTER OF CREDIT NO.
UNDER
THE PROVISIONS OF SECTION
OF THE SUPPLY AGREEMENT."
THE AMOUNT, WHICH MAY BE DRAWN BY YOU UNDER THIS LETTER OF CREDIT, SHALL BE
AUTOMATICALLY REDUCED BY THE AMOUNT OF ANY DRAWINGS PAID THROUGH THE ISSUING
BANK REFERENCING THIS LETTER OF CREDIT NO.
.
WE HEREBY ENGAGE WITH YOU THAT ALL DRAFTS DRAWN UNDER AND IN STRICT COMPLIANCE
WITH THE TERMS OF THIS CREDIT WILL BE DULY HONORED IF DRAWN AND PRESENTED FOR
PAYMENT ON OR BEFORE THE EXPIRY DATE OF THIS CREDIT. WE SHALL EFFECT PAYMENT
THREE BUSINESS DAYS AFTER RECEIPT OF DOCUMENTS IN STRICT CONFORMITY WITH THE
TERMS OF THIS LETTER OF CREDIT. AS USED IN THIS LETTER OF CREDIT, THE TERM
"BUSINESS DAY" MEANS ANY DAY OF THE YEAR IN WHICH BANKS LOCATED IN NEW YORK CITY
ARE NOT AUTHORIZED OR REQUIRED BY LAW OR EXECUTIVE ORDER TO CLOSE.
THIS LETTER OF CREDIT IS SUBJECTED TO AND GOVERNED BY LAWS OF THE STATE OF NEW
YORK AND THE 2007 REVISION OF THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY
CREDITS OF THE INTERNATIONAL CHAMBER OF COMMERCE (PUBLICATION NO. 600). IN THE
EVENT OF ANY CONFLICT, THE LAWS OF THE STATE OF NEW YORK WILL CONTROL.
16
SHOULD YOU HAVE OCCASION TO COMMUNICATE WITH US REGARDING THIS CREDIT, KINDLY
DIRECT YOUR COMMUNICATIONS TO THE ATTENTION OF OUR LETTER OF CREDIT DEPARTMENT
, MAKING SPECIFIC REFERENCE TO OUR LETTER OF CREDIT
NO.
.
17
EXHIBIT 7A2
Form of Seller's $10 Million Letter of Credit
DATE:
IRREVOCABLE STANDBY
LETTER OF CREDIT
OUR NO.
APPLICANT
BENEFICIARY
Luminant Generation Company LLC
AMOUNT
U.S. $10,000,000
EXPIRY
_______________________________
GENTLEMEN:
BY ORDER OF OUR CLIENT,
FOR THE ACCOUNT OF
, WE HEREBY ESTABLISH OUR
IRREVOCABLE LETTER OF CREDIT NO.
IN
YOUR FAVOR FOR DRAWINGS NOT TO EXCEED THE AGGREGATE SUM OF TEN MILLION DOLLARS
($10,000,000), EFFECTIVE IMMEDIATELY. THIS LETTER OF CREDIT IS ISSUED,
PRESENTABLE AND PAYABLE AT THE OFFICE OF OUR
SERVICER,
, AND EXPIRES WITH
THEIR CLOSE OF BUSINESS ON
.
18
FUNDS UNDER THIS LETTER OF CREDIT ARE AVAILABLE TO YOU AGAINST YOUR SIGHT
DRAFT(S), DRAWN ON US, MENTIONING THEREON OUR LETTER OF CREDIT NO.
AND ACCOMPANIED BY THE FOLLOWING:
A WRITTEN STATEMENT PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE OR
OFFICER OF THE BENEFICIARY READING AS FOLLOWS:
"WE HEREBY CERTIFY ...
(I) "(A) RED RIVER ENVIRONMENTAL PRODUCTS, LLC ("SELLER") HAS CONTRACTUAL
OBLIGATIONS TO THE BENEFICIARY WHICH EXTEND BEYOND THE EXPIRATION DATE OF THIS
STANDBY LETTER OF CREDIT, AND (B) SELLER HAS NOT PROVIDED A SUBSTITUTE STANDBY
LETTER OF CREDIT PRIOR TO THIRTY (30) DAYS BEFORE THE EXPIRATION DATE OF THIS
STANDBY LETTER OF CREDIT, AND (C) THE BENEFICIARY IS THEREFORE DRAWING UPON THIS
STANDBY LETTER OF CREDIT