TO PARTICIPATE IN THE SAME OR ANY OTHER LETTER OF CREDIT OR BY ANY
61
OTHER REVOLVING LENDER'S FAILURE TO MAKE AVAILABLE TO THE APPLICABLE FACING
AGENT SUCH OTHER LENDER'S PRO RATA SHARE OF ANY LETTER OF CREDIT PAYMENT.
(B)
EACH LETTER OF CREDIT ISSUED OR TO BE ISSUED
HEREUNDER SHALL BE ISSUED ON A SIGHT BASIS, AND (OTHER THAN BANK GUARANTEES)
SHALL HAVE AN EXPIRATION DATE OF ONE (1) YEAR OR LESS FROM THE ISSUANCE DATE
THEREOF; PROVIDED, HOWEVER, THAT EACH STANDBY LETTER OF CREDIT MAY PROVIDE BY
ITS TERMS THAT IT WILL BE AUTOMATICALLY EXTENDED FOR ADDITIONAL SUCCESSIVE
PERIODS OF UP TO ONE (1) YEAR UNLESS THE APPLICABLE FACING AGENT SHALL HAVE
GIVEN NOTICE TO THE APPLICABLE BENEFICIARY (WITH A COPY TO THE BORROWER) OF THE
ELECTION BY THE APPLICABLE FACING AGENT (SUCH ELECTION TO BE IN THE SOLE AND
ABSOLUTE DISCRETION OF THE APPLICABLE FACING AGENT) NOT TO EXTEND SUCH LETTER OF
CREDIT, SUCH NOTICE TO BE GIVEN PRIOR TO THE THEN CURRENT EXPIRATION DATE OF
SUCH LETTER OF CREDIT; PROVIDED, FURTHER, THAT NO STANDBY LETTER OF CREDIT OR
EXTENSION THEREOF SHALL BE STATED TO EXPIRE LATER THAN THE DATE FIVE (5) DAYS
PRIOR TO THE REVOLVER TERMINATION DATE AND NO COMMERCIAL LETTER OF CREDIT OR
EXTENSION THEREOF SHALL BE STATED TO EXPIRE LATER THAN THE DAY THIRTY (30) DAYS
PRIOR TO THE REVOLVER TERMINATION DATE.
B.
PROCEDURE FOR ISSUANCE AND AMENDMENT OF
LETTERS OF CREDIT.
WHENEVER THE BORROWER DESIRES THE ISSUANCE OF A LETTER OF
CREDIT HEREUNDER, IT SHALL GIVE THE ADMINISTRATIVE AGENT AND THE APPLICABLE
FACING AGENT AT LEAST THREE (3) BUSINESS DAYS' PRIOR WRITTEN NOTICE (OR SUCH
SHORTER PERIOD AS MAY BE AGREED TO BY THE BORROWER,
THE ADMINISTRATIVE AGENT
AND THE APPLICABLE FACING AGENT) SPECIFYING THE DAY OF ISSUANCE THEREOF (WHICH
DAY SHALL BE A BUSINESS DAY), SUCH NOTICE TO BE GIVEN PRIOR TO 12:00 P.M. (NEW
YORK TIME) ON THE DATE SPECIFIED FOR THE GIVING OF SUCH NOTICE.
EACH SUCH
NOTICE (EACH, A "NOTICE OF ISSUANCE") SHALL BE IN THE FORM OF
EXHIBIT 2.9(B) HERETO AND SHALL SPECIFY (A) THE PROPOSED ISSUANCE DATE AND
EXPIRATION DATE, (B) WHETHER SUCH LETTER OF CREDIT IS TO BE ISSUED AS A LETTER
OF CREDIT OR BANK GUARANTEE, (C) THE BORROWER AS THE ACCOUNT PARTY AND, IF
DESIRED BY THE BORROWER, ONE OR MORE SUBSIDIARIES AS ADDITIONAL ACCOUNT PARTIES,
(D) THE NAME AND ADDRESS OF THE BENEFICIARY, (E) THE STATED AMOUNT OF SUCH
PROPOSED LETTER OF CREDIT, (F) THE CURRENCY IN WHICH SUCH PROPOSED LETTER OF
CREDIT IS TO BE ISSUED AND (G) SUCH OTHER INFORMATION AS THE APPLICABLE FACING
AGENT MAY REASONABLY REQUEST.
IN ADDITION, EACH NOTICE OF ISSUANCE SHALL
CONTAIN A DESCRIPTION OF THE TERMS AND CONDITIONS TO BE INCLUDED IN SUCH
PROPOSED LETTER OF CREDIT (ALL OF WHICH TERMS AND CONDITIONS SHALL BE ACCEPTABLE
IN FORM TO THE APPLICABLE FACING AGENT).
IN THE EVENT OF ANY INCONSISTENCY
BETWEEN THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE TERMS AND CONDITIONS
OF ANY