Exhibit 10.7
October
, 2006
IRREVOCABLE LETTER OF CREDIT NO.
DRAFT
FINAL EXPIRATION DATE: October
, 2009
American Stock Transfer &
Trust Company
59 Maiden Lane
Plaza Level
New York, New York 10038
Re: Cohen Bros. Acquisitions,
LLC
Gentlemen:
At the request of Cohen Bros.
Acquisitions, LLC, hereinafter referred to as
“Applicant”, we hereby establish our Irrevocable
Standby Letter of Credit No. DRAFT in favor of American Stock
Transfer & Trust Company, hereinafter referred to as
“Trustee”, acting as trustee under the Investment
Management Trust Agreement between Dekania Corp., referred to
herein as “Dekania”, and Trustee, in an amount up to
Three Million and 00/100 ($3,000,000) U.S. Dollars (subject to
adjustment to up to Three Million Two Hundred Ninety-One Thousand
and 00/100 ($3,291,000.00) U.S. Dollars if the underwriters’
over-allotment option, as described in Dekania’s Registration
Statement on Form S-1, as amended, File No. 333-134776 (the
“Registration Statement”), is exercised in
full.
Funds are available by your draft(s)
drawn on us at sight, duly endorsed on the reverse side thereof and
accompanied by the following documents:
|
1.
|
The original of
this Letter of Credit and any amendments thereto.
|
|
2.
|
A statement
signed by a purported authorized official/representative of the
Trustee which reads:
|
“Pursuant to Commerce Bank,
N.A. Irrevovable Standby Letter of Credit (“LOC”) among
Commerce Bank (“Commerce”), Cohen Bros. Acquisitions,
LLC, as Applicant (“CB Acquisition”) and American Stock
Transfer & Trust Company (the “Trustee”), as
Trustee of Dekania Corp.’s (the “Company”) trust
account (the “Trust Account”), this letter constitutes
a request to draw upon such Letter of Credit since: (i) the
Company did not complete a business combination within the time
periods set forth in the Company’s Registration Statement on
Form S-1, as amended, File No. 333-134776 (the
“Registration Statement”) and the Trustee, o
