BUYER 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 AND WILL HOLD THE PROCEEDS AS SECURITY UNTIL APPLICATION
AGAINST AMOUNTS WHICH BECOME DUE TO THE BENEFICIARY UNDER THE CARBON SUPPLY
AGREEMENT DATED AS OF
BETWEEN THE BENEFICIARY AND BUYER
OR A SUBSTITUTE STANDBY LETTER OF CREDIT IS PROVIDED.", OR
(II) "LUMINANT GENERATION COMPANY LLC ("BUYER") IS IN BREACH OF ITS COVER
OBLIGATIONS SET FORTH IN SECTION 15 OF THE CARBON SUPPLY AGREEMENT DATED AS OF
BETWEEN THE BENEFICIARY AND BUYER (THE "SUPPLY
AGREEMENT"), 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.
.
PARTIAL DRAWINGS ARE PERMITTED HEREUNDER.
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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.
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.
.
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EXHIBIT 8
List of Buyer's Facilities
Site Name
Mailing Address
Physical Address
Big Brown SES
PO Box 948, Fairfield, TX 75840
TXU Generation, 11 Mi NE of
Fairfield, Fairfield, TX 75840 (FM 488 to FM 2570) Martin Lake SES
8850 FM
2658 North, Tatum, TX 75691
TXU Generation, Off Hwy 43 & FM 2658, Dirgin
(Tatum), TX 75691
Monticello SES
PO Box 1266, Mt Pleasant, TX 75456-1266
TXU Generation, 9
Mi SW of Mt Pleasant off FM 127, Mount Pleasant, TX 75455 Sandow SES
PO Box
1111, Rockdale, TX 76567
TXU Generation TXU Power, Rockdale, TX 76567 (from
Rockdale, Hwy 77 West, left on Hwy 1786 to plant) Oak Grove
PO Box 558,
Franklin, TX 77856
8127 Oak Grove Road, Franklin, TX 77856, 13 miles North of
Franklin off FM 979
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