ISSUE (OR AMEND) ANY LETTER OF CREDIT WHICH
HAS AN EXPIRATION DATE LATER THAN THE DATE WHICH IS THE EARLIER OF (X) ONE (1)
YEAR AFTER THE DATE OF ISSUANCE THEREOF OR (Y) FIVE (5) BUSINESS DAYS
IMMEDIATELY PRECEDING THE REVOLVING CREDIT TERMINATION DATE; PROVIDED, THAT ANY
LETTER OF CREDIT WITH A ONE-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 CLAUSE (Y) ABOVE.
3.4
CONDITIONS.
IN ADDITION TO BEING SUBJECT TO
THE SATISFACTION OF THE CONDITIONS CONTAINED IN SECTIONS 5.1 AND 5.2, THE
OBLIGATION OF AN ISSUING BANK TO ISSUE ANY LETTER OF CREDIT IS SUBJECT TO THE
SATISFACTION IN FULL OF THE FOLLOWING CONDITIONS:
(A)
THE BORROWER SHALL HAVE DELIVERED TO THE
APPLICABLE ISSUING BANK AT SUCH TIMES AND IN SUCH MANNER AS SUCH ISSUING BANK
MAY REASONABLY PRESCRIBE, A REQUEST FOR ISSUANCE OF SUCH LETTER OF CREDIT IN
SUBSTANTIALLY THE FORM OF EXHIBIT C HERETO (EACH SUCH REQUEST A "REQUEST FOR
LETTER OF CREDIT"), DULY EXECUTED APPLICATIONS FOR SUCH LETTER OF CREDIT AND
SUCH LETTER OF CREDIT AGREEMENT AS REQUIRED BY SUCH ISSUING BANK, AND SUCH OTHER
DOCUMENTS, INSTRUCTIONS AND AGREEMENTS AS MAY BE REQUIRED PURSUANT TO THE TERMS
THEREOF (ALL SUCH APPLICATIONS, DOCUMENTS, INSTRUCTIONS, AND AGREEMENTS BEING
REFERRED TO HEREIN AS THE "L/C DOCUMENTS") TO WHICH L/C DOCUMENTS BORROWER
AGREES TO BE BOUND, (PROVIDED IN THE EVENT OF ANY CONFLICT IN TERMS BETWEEN THIS
AGREEMENT AND THE L/C DOCUMENTS, THIS AGREEMENT'S TERMS SHALL GOVERN) AND THE
PROPOSED LETTER OF CREDIT SHALL BE REASONABLY SATISFACTORY TO SUCH ISSUING BANK
AS TO FORM AND CONTENT; AND
(B)
AS OF THE DATE OF ISSUANCE NO ORDER, JUDGMENT
OR DECREE OF ANY COURT, ARBITRATOR OR GOVERNMENTAL AUTHORITY SHALL PURPORT BY
ITS TERMS TO ENJOIN OR RESTRAIN THE APPLICABLE ISSUING BANK FROM ISSUING SUCH
LETTER OF CREDIT AND NO LAW, RULE OR REGULATION APPLICABLE TO SUCH ISSUING BANK
AND NO REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM A
GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH ISSUING BANK SHALL PROHIBIT
OR REQUEST THAT SUCH ISSUING BANK REFRAIN FROM THE ISSUANCE OF LETTERS OF CREDIT
GENERALLY OR THE ISSUANCE OF THAT LETTER OF CREDIT.
(C)
IN THE EVENT OF ANY CONFLICT BETWEEN THE
TERMS OF THIS AGREEMENT AND THE TERMS OF ANY APPLICATION FOR A LETTER OF CREDIT,
THE TERMS OF THIS AGREEMENT SHALL CONTROL.
3.5
PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
ARTICLE III AND PROVIDED THAT THE APPLICABLE CONDITIONS SET FORTH IN
SECTIONS 5.1 AND 5.2 HEREOF HAVE BEEN SATISFIED, THE APPLICABLE ISSUING BANK
SHALL, ON THE REQUESTED DATE, ISSUE A LETTER OF CREDIT ON BEHALF OF THE BORROWER
IN
41
ACCORDANCE WITH SUCH ISSUING BANK'S USUAL AND CUSTOMARY BUSINESS PRACTICES AND,
IN THIS CONNECTION, SUCH ISSUING BANK MAY, ASSUME THAT THE APPLICABLE CONDITIONS
SET FORTH IN SECTION 5.2 HEREOF HAVE BEEN SATISFIED UNLESS IT SHALL HAVE
RECEIVED NOTICE TO THE CONTRARY