Lending Office for such
Type of Loan.
Each "Revolving Credit Loan," as defined in, and made pursuant
to, the September 1999 Agreement that remains outstanding as of the Closing
Date, shall constitute a "Revolving Credit Loan" for purposes of this Financing
Agreement (including, without limitation, for purposes of determining
Availability).
2.3
ARTICLE IIIA.
ARTICLE IIIA IS HEREBY INSERTED INTO THE FINANCING
AGREEMENT, IMMEDIATELY FOLLOWING ARTICLE III, TO READ IN ITS ENTIRETY AS
FOLLOWS:
ARTICLE IIIA
LETTERS OF CREDIT
SECTION 3.01A
L/C Guaranty
(A)
IN ORDER TO ASSIST THE BORROWERS IN ESTABLISHING OR OPENING L/CS
WITH THE L/C ISSUER, EACH OF WHICH SHALL HAVE AN EXPIRATION DATE, INCLUSIVE OF
ANY PERMITTED EXTENSIONS, THAT DOES NOT EXTEND BEYOND THE REVOLVING CREDIT
COMMITMENT TERMINATION DATE IN EFFECT AT THE TIME OF ISSUANCE THEREOF, THE
BORROWERS HAVE REQUESTED THAT THE AGENT JOIN IN THE APPLICATIONS FOR SUCH L/CS,
AS MORE PARTICULARLY SET FORTH IN SECTION 3.04A, AND/OR GUARANTY PAYMENT OR
PERFORMANCE OF SUCH L/CS AND ANY DRAFTS THEREUNDER THROUGH THE ISSUANCE OF THE
L/C GUARANTY, THEREBY LENDING THE AGENT'S CREDIT TO THAT OF THE BORROWERS, AND
THE AGENT HAS AGREED TO DO SO.
THESE ARRANGEMENTS SHALL BE COORDINATED BY THE
AGENT SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW.
THE AGENT SHALL NOT
BE REQUIRED TO BE THE ISSUER OF ANY LETTER OF CREDIT, INCLUDING, WITHOUT
LIMITATION, ANY L/C.
ONE OR MORE BORROWERS WILL BE THE ACCOUNT PARTY OR ACCOUNT
PARTIES, AS APPLICABLE, FOR THE L/CS.
THE APPLICATIONS FOR THE L/CS SHALL BE ON
SUCH WRITTEN FORM, OR EFFECTED PURSUANT TO SUCH COMPUTER TRANSMISSION SYSTEM, AS
MAY FROM TIME TO TIME BE APPROVED BY THE L/C ISSUER AND THE AGENT, AND SHALL BE
DULY COMPLETED IN A MANNER REASONABLY ACCEPTABLE TO THE AGENT, TOGETHER WITH
SUCH OTHER CERTIFICATES, AGREEMENTS, DOCUMENTS AND OTHER PAPERS AND INFORMATION
AS THE L/C ISSUER OR THE AGENT MAY REASONABLY REQUEST (ALL OF THE FOREGOING,
COLLECTIVELY, AN "L/C APPLICATION").
IN THE EVENT OF ANY CONFLICT BETWEEN THE
TERMS OF THE L/C APPLICATION
3
AND THIS AGREEMENT, FOR PURPOSES OF THIS AGREEMENT, THE TERMS OF THIS AGREEMENT
SHALL CONTROL.
(B)
THE AGGREGATE L/C OUTSTANDINGS SHALL NOT EXCEED THE LESSER OF (I)
THE THEN EFFECTIVE AVAILABILITY (DETERMINED AS IF THE L/C OUTSTANDINGS WERE
ZERO); AND (II) THE THEN EFFECTIVE AMOUNT OF THE L/C SUBFACILITY.
NO NEW L/C,
OR INCREASE IN THE AMOUNT OF ANY OUTSTANDING L/C, SHALL EXCEED THE L/C
SUBFACILITY AVAILABILITY.
THE TERMS AND CONDITIONS OF ALL L/CS, AND ALL CHANGES
OR MODIFICATIONS THEREOF BY THE BORROWER AND/OR THE L/C ISSUER, SHALL IN ALL
RESPECTS BE SUBJECT TO THE PRIOR APPROVAL OF THE AGENT IN ITS REASONABLE
DISCRETION, AND ALL DOCUMENTATION IN CONNECTION THEREWITH SHALL BE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE AGENT AND THE L/C ISSUER.
(C)
EACH BORROWER FOR WHOSE ACCOUNT AN L/C IS ISSUED SHALL, JOINTLY
AND SEVERALLY WITH EACH OTHER BORROWER FOR WHOSE ACCOUNT SUCH L/C IS ISSUED,
REIMBURSE TO THE AGENT UPON DEMAND, FOR ITSELF AND FOR ANY AFFECTED LENDER(S),
ANY AND