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EXHIBIT 10.26
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
DOCUMENTARY SERVICES DIVISION
P. O. Box 2558, Houston, Texas 77252-8300
717 Travis Street, Houston, Texas 77002-8300
Telex: 166053 TCB
Issue Date: May 02, 1995
L/C No. I-452737
ADVISING BANK APPLICANT
**************Direct**************** Kent Electronics Corporation
7433 Harwin Drive
Houston, Texas 77036
BENEFICIARY
Sugarland Properties, Inc. Amount: USD 2,500,000.00
4665 Sweetwater Blvd., Suite 100 (Two Million Five Hundred Thousand
Sugar Land, Texas 77479 and 00/100 United States Dollars)
Gentlemen:
We hereby establish our irrevocable Letter of Credit No. I-452737 in
your favor at the request and for the account of Kent Electronics Corporation
for an amount not exceeding $2,500,000.00 (U.S. Dollars Two Million Five
Hundred Thousand and 00/100).
This Letter of Credit is available by your draft drawn at sight on
Texas Commerce Bank N.A. Houston, duly signed, endorsed, and marked: "Drawn
under Texas Commerce Bank N.A. Houston Letter of Credit No. I-452737 dated May
2, 1995" accompanied by the following documents:
1. Written, sworn certifications of (i) two (2) officers of Sugarland
Properties, Inc. ("SPI") on behalf of SPI as to items (A) through (H) below,
and (ii) an officer of House REH Burwell Architects (the "Project
Architect") on behalf of the Project Architect as to item (B) below.
A. One or more members of the project team ("Contractor") have delivered
an application for payment to SPI, in accordance with the
construction contract or other contract between such respective
contractors and SPI ("Contract") in an amount equal to or greater
than the amount SPI is requesting to draw under the Letter of Credit
(the "Draw Amount"), and the draw under the Letter of Credit is being
requested in connection with such application for payment. "Project
Team" has the meaning ascribed
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to it in the Development and Construction Management Agreement
("Agreement") between Kent Electronics Corporation ("Kent") and SPI.
B. The Draw Amount is properly due and owing by SPI to the Contractor
pursuant to and in accordance with the Contract for work performed by
the Contractor in respect of the construction project ("Project")
described in the Agreement.
C. SPI is obligated to pay the Draw Amount to the Contractor.
D. The Draw Amount is properly due and owing by Kent to SPI pursuant to
and in accordance with the Agreement, and Kent of obligated to pay
such amount to SPI.
E. SPI delivered to Kent an application for payment of the Draw Amount
in connection with the Contractor's application, and presented to
Kent the documentation required in connection therewith by the
Agreement, all in accordance with the Agreement, and such application
was not paid on or before nine (9) days thereafter, or thereafter.
F. SPI sent notice of such default to Kent in accordance with the
Agreement, and Kent failed to cure such default on or before ten (10)
days after receiving such notice, or thereafter.
G. The Draw Amount remains unpaid by Kent, and SPI has made no other
request for a draw under the Letter of Credit with respect to the
Draw Amount.
H. True, correct and complete copies of the Contractor's application for
payment to SPI, and SPI's application for payment to Kent, are
attached to the certificate.
The certification by SPI as to items (C) and (D) above may be followed, at
SPI's option, by the following qualification:
"The preceding certification by SPI is made to the best of SPI's
knowledge and belief, based upon reasonably diligent investigation by
SPI."
Partial drawings are allowed.
This Letter of Credit expires at our counters on April 21, 1996.
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The original of this Letter of Credit and subsequent amendments, if any,
must accompany all drawings.
We hereby engage with you that all drafts drawn under and in compliance with
the terms of this Letter of Credit will be duly honored if presented at 717
Travis, 3rd floor TCB-S 300, Houston, Texas 77002.
Please contact us at (713) 216-5665 or (713) 216-4739 if you have any
questions concerning this Letter of Credit.
/s/
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Authorized Signature