RATINGS SHALL APPLY).
"UTILIZATION REQUEST" MEANS A UTILIZATION REQUEST SUBSTANTIALLY IN THE FORM SET
OUT IN EXHIBIT C HERETO.
1.2
INTERPRETATION
1.2.1
THE TERMS "HEREOF," "HEREUNDER" AND "HEREIN" REFER TO THIS AGREEMENT
AS A WHOLE.
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1.2.2
REFERENCES BY NUMBER TO CLAUSES, SCHEDULES AND EXHIBITS REFER TO THE
CLAUSES, SCHEDULES AND EXHIBITS OF THIS AGREEMENT UNLESS OTHERWISE STATED.
1.2.3
THE SINGULAR FORM OF ANY WORD ALSO REFERS TO THE PLURAL FORM OF SUCH
WORD, AND VICE VERSA, AND ANY WORD OF ANY PARTICULAR GENDER INCLUDES THE
CORRELATIVE WORDS OF THE OTHER GENDERS.
1.2.4
ANY REFERENCES IN THIS AGREEMENT TO ONE OR MORE ITEMS PRECEDED BY THE
WORD "INCLUDING" SHALL NOT BE DEEMED LIMITED TO THE STATED ITEMS BUT SHALL BE
DEEMED WITHOUT LIMITATION.
1.2.5
UNLESS OTHERWISE SPECIFIED, ALL REFERENCES HEREIN TO THE AMOUNT OF A
LETTER OF CREDIT AT ANY TIME SHALL BE DEEMED TO MEAN THE DOLLAR EQUIVALENT OF
THE MAXIMUM FACE AMOUNT OF SUCH LETTER OF CREDIT AFTER GIVING EFFECT TO ALL
INCREASES THEREOF CONTEMPLATED BY SUCH LETTER OF CREDIT OR ANY LETTER OF CREDIT
APPLICATION RELATED THERETO, WHETHER OR NOT SUCH MAXIMUM FACE AMOUNT IS IN
EFFECT AT SUCH TIME.
1.2.6
"BARCLAYS CAPITAL" IS A REFERENCE TO BARCLAYS CAPITAL, THE INVESTMENT
BANKING DIVISION OF BARCLAYS BANK PLC.
2.
TERMS OF THE LETTER OF CREDIT FACILITY
2.1
THE LETTERS OF CREDIT
2.1.1
ON THE TERMS AND SUBJECT TO THE FURTHER CONDITIONS HEREINAFTER SET
FORTH AND UPON SATISFACTION OF THE CONDITIONS SET FORTH IN CLAUSE 3 (CONDITIONS
OF ISSUANCE OF LETTERS OF CREDIT), THE AGENTHEREBY AGREES TO ISSUE ON BEHALF OF
THE LENDERS ON AND AFTER THE RESTATEMENT DATE LETTERS OF CREDIT, EACH DATED THE
DATE OF ITS ISSUANCE, SUBSTANTIALLY IN THE FORM OF EXHIBIT A HERETO (OR, IN THE
CASE OF A LETTER OF CREDIT ISSUED TO AN ORIGINAL BENEFICIARY ON THE RESTATEMENT
DATE IN EXCHANGE FOR AN ORIGINAL LETTER OF CREDIT, SUBSTANTIALLY IN THE FORM OF
THE ORIGINAL LETTER OF CREDIT ISSUED TO SUCH ORIGINAL BENEFICIARY WITH
APPROPRIATE CHANGES TO REFLECT THE COMMITMENTS OF THE LENDERS) AND IN THE
AGGREGATE ISSUED AND OUTSTANDING AT ANY ONE TIME IN A FACE AMOUNT NOT TO EXCEED
USD$150,000,000 AND SO LONG AS (AFTER GIVING EFFECT TO THE ISSUANCE OF THE
REQUESTED LETTER OF CREDIT) THE ADJUSTED COLLATERAL VALUE IS NOT LESS THAN THE
SUM OF ALL AMOUNTS THEN OUTSTANDING WITH RESPECT TO THE LETTER OF CREDIT
OBLIGATIONS AND REIMBURSEMENT OBLIGATIONS, AS MORE SPECIFICALLY SET FORTH BELOW
IN SUB-CLAUSE 2.1.2.
LETTERS OF CREDIT MAY BE ISSUED IN U.S. DOLLARS, POUNDS
STERLING OR EURO, PROVIDED THAT THE OBLIGOR IS IN COMPLIANCE WITH SUB-CLAUSE
5.1.4 OF CLAUSE 5.1 (AFFIRMATIVE COVENANTS).
SO LONG AS ANY LETTER OF CREDIT IS
OUTSTANDING AND HAS NOT EXPIRED, THIS AGREEMENT SHALL CONTINUE TO BE IN FULL
FORCE AND EFFECT WITH RESPECT TO SUCH LETTER OF CREDIT, PROVIDED, HOWEVER, THAT
NO LETTER OF CREDIT SHALL BE RENEWED, NOR SHALL ANY
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LETTER OF CREDIT BE ISSUED, ON OR AFTER THE LAST DATE OF THE
FACILITY AVAILABILITY PERIOD.