OTHER AMOUNTS THEN ACCRUED BUT UNPAID TO SUCH
AFFECTED LENDER BY THE BORROWER HEREUNDER TO AND INCLUDING THE DATE OF
TERMINATION, INCLUDING WITHOUT LIMITATION PAYMENTS DUE TO SUCH AFFECTED LENDER
UNDER SECTIONS 3.1, 3.2 AND 3.5, AND (B) AN AMOUNT, IF ANY, EQUAL TO THE PAYMENT
WHICH WOULD HAVE BEEN DUE TO SUCH LENDER ON THE DAY OF SUCH REPLACEMENT UNDER
SECTION 3.4 HAD THE LOANS OF SUCH AFFECTED LENDER BEEN PREPAID ON SUCH DATE
RATHER THAN SOLD TO THE REPLACEMENT LENDER, IN EACH CASE TO THE EXTENT NOT PAID
BY THE PURCHASING LENDER AND (III) IF THE AFFECTED LENDER IS BEING TERMINATED,
THE BORROWER SHALL PAY TO SUCH AFFECTED LENDER ALL OBLIGATIONS DUE TO SUCH
AFFECTED LENDER (INCLUDING THE AMOUNTS DESCRIBED IN THE IMMEDIATELY PRECEDING
CLAUSES (I) AND (II) PLUS, TO THE EXTENT NOT PAID BY THE REPLACEMENT LENDER, THE
OUTSTANDING PRINCIPAL BALANCE OF SUCH AFFECTED LENDER'S CREDIT EXTENSIONS).
2.20.
FACILITY LCS.
2.20.1
ISSUANCE.
THE LC ISSUER HEREBY AGREES, ON THE TERMS AND CONDITIONS SET
FORTH IN THIS AGREEMENT, TO ISSUE STANDBY LETTERS OF CREDIT (EACH SUCH LETTER OF
CREDIT, TOGETHER WITH EACH LETTER OF CREDIT ISSUED OR DEEMED TO BE ISSUED
PURSUANT TO THE PREVIOUS CREDIT AGREEMENT AND OUTSTANDING ON THE CLOSING DATE, A
"FACILITY LC") AND TO RENEW, EXTEND, INCREASE, DECREASE OR OTHERWISE MODIFY EACH
FACILITY LC ("MODIFY," AND EACH SUCH ACTION, A "MODIFICATION"), FROM TIME TO
TIME FROM AND INCLUDING THE DATE OF THIS AGREEMENT AND PRIOR TO THE REVOLVING
LOAN TERMINATION DATE UPON THE REQUEST OF THE BORROWER; PROVIDED THAT
IMMEDIATELY AFTER EACH SUCH FACILITY LC IS ISSUED OR MODIFIED, (I) THE AGGREGATE
AMOUNT OF THE OUTSTANDING LC OBLIGATIONS SHALL NOT EXCEED (A) $110,000,000 AND
(II) THE AGGREGATE OUTSTANDING REVOLVING CREDIT EXPOSURE SHALL NOT EXCEED THE
AVAILABLE AGGREGATE REVOLVING LOAN COMMITMENT.
NO FACILITY LC SHALL HAVE AN
EXPIRY DATE LATER THAN THE EARLIER OF (X) THE FIFTH BUSINESS DAY PRIOR TO THE
REVOLVING LOAN TERMINATION DATE AND (Y) ONE YEAR AFTER ITS ISSUANCE; PROVIDED
THAT ANY FACILITY LC WITH A ONE-
33
YEAR TERM MAY PROVIDE FOR THE RENEWAL THEREOF FOR ADDITIONAL ONE-YEAR PERIODS
(WHICH IN NO EVENT SHALL EXTEND BEYOND THE DATE REFERRED TO IN THE PRECEDING
CLAUSE (X)).
2.20.2
PARTICIPATIONS.
UPON (A) THE CLOSING DATE WITH RESPECT TO EACH FACILITY
LC ISSUED AND OUTSTANDING UNDER THE PREVIOUS CREDIT AGREEMENT AND (B) THE
ISSUANCE OR MODIFICATION BY THE LC ISSUER OF EACH OTHER FACILITY LC IN
ACCORDANCE WITH THIS SECTION 2.20, THE LC ISSUER SHALL BE DEEMED, WITHOUT
FURTHER ACTION BY ANY PARTY HERETO, TO HAVE UNCONDITIONALLY AND IRREVOCABLY SOLD
TO EACH LENDER, AND EACH LENDER SHALL BE DEEMED, WITHOUT FURTHER ACTION BY ANY
PARTY HERETO, TO HAVE UNCONDITIONALLY AND IRREVOCABLY PURCHASED FROM THE LC
ISSUER, A PARTICIPATION IN SUCH FACILITY LC (AND EACH MODIFICATION THEREOF) AND
THE RELATED LC OBLIGATIONS IN PROPORTION TO ITS REVOLVING LOAN PRO RATA SHARE.
2.20.3
NOTICE.
SUBJECT TO SECTION 2.20.1, THE BORROWER SHALL GIVE THE LC
ISSUER NOTICE PRIOR TO 11:00 A.M. (LOUISVILLE, KENTUCKY TIME) AT LEAST