TO THE L/C
ISSUER (A) THE LETTER OF CREDIT TO BE AMENDED; (B) THE PROPOSED DATE OF
AMENDMENT THEREOF (WHICH SHALL BE A BUSINESS DAY); (C) THE NATURE OF THE
PROPOSED AMENDMENT; AND (D) SUCH OTHER MATTERS AS THE L/C ISSUER MAY REASONABLY
REQUIRE.
(II)
PROMPTLY AFTER RECEIPT OF ANY LETTER OF CREDIT APPLICATION, THE
L/C ISSUER WILL CONFIRM WITH THE ADMINISTRATIVE AGENT (BY TELEPHONE OR IN
WRITING) THAT THE ADMINISTRATIVE AGENT HAS RECEIVED A COPY OF SUCH LETTER OF
CREDIT APPLICATION FROM THE COMPANY AND, IF NOT, THE L/C ISSUER WILL PROVIDE THE
ADMINISTRATIVE AGENT WITH A COPY THEREOF.
UPON RECEIPT BY THE L/C ISSUER OF
CONFIRMATION FROM THE ADMINISTRATIVE AGENT THAT THE REQUESTED ISSUANCE OR
AMENDMENT IS PERMITTED IN ACCORDANCE WITH THE TERMS HEREOF, THEN, SUBJECT TO THE
TERMS AND CONDITIONS HEREOF, THE L/C ISSUER SHALL, ON THE REQUESTED DATE, ISSUE
A LETTER OF CREDIT FOR THE ACCOUNT OF THE APPLICABLE BORROWER OR ENTER INTO THE
APPLICABLE AMENDMENT, AS THE CASE MAY BE, IN EACH CASE IN ACCORDANCE WITH THE
L/C ISSUER'S USUAL AND CUSTOMARY BUSINESS PRACTICES.
IMMEDIATELY UPON THE
ISSUANCE OF EACH LETTER OF CREDIT, EACH LENDER SHALL BE DEEMED TO, AND HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREES TO, PURCHASE FROM THE L/C ISSUER A
PARTICIPATION IN SUCH LETTER OF CREDIT IN AN AMOUNT EQUAL TO THE PRODUCT OF SUCH
LENDER'S PRO RATA SHARE TIMES THE AMOUNT OF SUCH LETTER OF CREDIT.
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(III)
PROMPTLY AFTER ITS DELIVERY OF ANY LETTER OF CREDIT OR ANY
AMENDMENT TO A LETTER OF CREDIT TO AN ADVISING BANK WITH RESPECT THERETO OR TO
THE BENEFICIARY THEREOF, THE L/C ISSUER WILL ALSO DELIVER TO THE COMPANY AND THE
ADMINISTRATIVE AGENT A TRUE AND COMPLETE COPY OF SUCH LETTER OF CREDIT OR
AMENDMENT.
(C)
DRAWINGS AND REIMBURSEMENTS; FUNDING OF PARTICIPATIONS.
(I)
UPON ANY DRAWING UNDER ANY LETTER OF CREDIT, THE L/C ISSUER SHALL
NOTIFY THE COMPANY AND THE ADMINISTRATIVE AGENT THEREOF.
NOT LATER THAN 11:00
A.M., CHICAGO TIME, ON THE DATE OF ANY PAYMENT BY THE L/C ISSUER UNDER A LETTER
OF CREDIT (EACH SUCH DATE, AN "HONOR DATE"), THE BORROWERS SHALL REIMBURSE THE
L/C ISSUER THROUGH THE ADMINISTRATIVE AGENT IN AN AMOUNT EQUAL TO DOLLAR
EQUIVALENT OF THE AMOUNT OF SUCH DRAWING.
IF THE BORROWERS FAIL TO SO REIMBURSE
THE L/C ISSUER BY SUCH TIME, THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH
LENDER OF THE HONOR DATE, THE AMOUNT OF THE UNREIMBURSED DRAWING (THE
"UNREIMBURSED AMOUNT"), AND SUCH LENDER'S PRO RATA SHARE THEREOF.
IN SUCH
EVENT, THE BORROWERS SHALL BE DEEMED TO HAVE REQUESTED A COMMITTED BORROWING OF
BASE RATE LOANS TO BE DISBURSED ON THE HONOR DATE IN AN AMOUNT EQUAL TO THE
UNREIMBURSED AMOUNT, WITHOUT REGARD TO THE MINIMUM AND MULTIPLES SPECIFIED IN
SECTION 2.2 FOR THE PRINCIPAL AMOUNT OF BASE RATE LOANS, BUT SUBJECT TO THE
AMOUNT OF THE UNUTILIZED PORTION OF THE AGGREGATE COMMITMENTS AND THE CONDITIONS
SET FORTH IN SECTION 4.3 (OTHER THAN THE DELIVERY OF A COMMITTED LOAN NOTICE).
ANY NOTICE GIVEN BY THE L/C