This Letter of Credit involves
Title: FORM OF LETTER OF CREDIT FROM COMMERCE BANK
October , 2006
IRREVOCABLE LETTER OF CREDIT NO. DRAFT
FINAL EXPIRATION DATE: October , 2009
American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038
Re: Cohen Bros. Acquisitions, LLC
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:
The original of this Letter of Credit and any amendments thereto.
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, on behalf of the Company, must liquidate the Trust Account and distribute the amounts therein to public shareholders of the Company in accordance with the terms of the Registration Statement and the Investment Management Trust Agreement, by and between the Com