USED BY SUCH ISSUING LENDER OR IN SUCH
OTHER FORM AS IS REASONABLY ACCEPTABLE TO SUCH ISSUING LENDER, AND (Y) SELLERS
OF GOODS TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, AN IRREVOCABLE TRADE LETTER
OF CREDIT, IN A FORM CUSTOMARILY USED BY SUCH ISSUING LENDER OR IN SUCH OTHER
FORM AS HAS BEEN APPROVED BY SUCH ISSUING LENDER (EACH SUCH LETTER OF CREDIT, A
"LETTER OF CREDIT" AND, COLLECTIVELY, THE "LETTERS OF CREDIT").
ALL LETTERS OF
CREDIT SHALL BE DENOMINATED IN DOLLARS AND SHALL BE ISSUED ON A SIGHT BASIS
ONLY.
(B)
SUBJECT TO AND UPON THE TERMS AND CONDITIONS SET FORTH HEREIN,
EACH ISSUING LENDER AGREES THAT IT WILL, AT ANY TIME AND FROM TIME TO TIME ON
AND AFTER THE INITIAL BORROWING DATE AND PRIOR TO THE 30TH DAY PRIOR TO THE
REVOLVING LOAN MATURITY DATE, FOLLOWING ITS RECEIPT OF THE RESPECTIVE LETTER OF
CREDIT REQUEST, ISSUE FOR ACCOUNT OF THE BORROWER, ONE OR MORE LETTERS OF CREDIT
AS ARE PERMITTED TO REMAIN OUTSTANDING HEREUNDER WITHOUT GIVING RISE TO A
DEFAULT OR AN EVENT OF DEFAULT, PROVIDED THAT NO ISSUING LENDER SHALL BE UNDER
ANY OBLIGATION TO ISSUE ANY LETTER OF CREDIT OF THE TYPES DESCRIBED ABOVE IF AT
THE TIME OF SUCH ISSUANCE:
(I)
ANY ORDER, JUDGMENT OR DECREE OF ANY GOVERNMENTAL AUTHORITY OR
ARBITRATOR SHALL PURPORT BY ITS TERMS TO ENJOIN OR RESTRAIN SUCH ISSUING LENDER
FROM ISSUING SUCH LETTER OF CREDIT OR ANY REQUIREMENT OF LAW APPLICABLE TO SUCH
ISSUING LENDER OR ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF
LAW) FROM ANY GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH ISSUING LENDER
SHALL PROHIBIT, OR REQUEST THAT SUCH ISSUING LENDER REFRAIN FROM, THE ISSUANCE
OF LETTERS OF CREDIT GENERALLY OR SUCH LETTER OF CREDIT IN PARTICULAR OR SHALL
IMPOSE UPON SUCH ISSUING LENDER WITH RESPECT TO SUCH LETTER OF CREDIT ANY
RESTRICTION OR RESERVE OR CAPITAL REQUIREMENT (FOR WHICH SUCH ISSUING LENDER IS
NOT OTHERWISE COMPENSATED HEREUNDER) NOT IN EFFECT WITH RESPECT TO SUCH ISSUING
LENDER ON THE DATE HEREOF, OR ANY UNREIMBURSED LOSS, COST OR EXPENSE WHICH WAS
NOT APPLICABLE OR IN EFFECT WITH RESPECT TO SUCH ISSUING LENDER AS OF THE DATE
HEREOF AND WHICH SUCH ISSUING LENDER REASONABLY AND IN GOOD FAITH DEEMS MATERIAL
TO IT; OR
(II)
SUCH ISSUING LENDER SHALL HAVE RECEIVED FROM THE BORROWER, ANY
OTHER CREDIT PARTY OR THE REQUIRED LENDERS PRIOR TO THE ISSUANCE OF SUCH LETTER
OF CREDIT NOTICE OF THE TYPE DESCRIBED IN THE SECOND SENTENCE OF SECTION
3.03(B).
3.02.
MAXIMUM LETTER OF CREDIT OUTSTANDINGS; FINAL MATURITIES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, (I) NO
LETTER OF CREDIT SHALL BE ISSUED THE STATED AMOUNT OF WHICH, WHEN ADDED TO THE
LETTER OF CREDIT OUTSTANDINGS (EXCLUSIVE OF UNPAID DRAWINGS WHICH ARE REPAID ON
THE DATE OF, AND PRIOR TO THE ISSUANCE OF, THE RESPECTIVE LETTER OF CREDIT) AT
SUCH TIME WOULD EXCEED EITHER (X) $15.0 MILLION OR (Y) WHEN ADDED TO THE SUM OF
(I) THE AGGREGATE PRINCIPAL AMOUNT OF