THE L/C ISSUER REFRAIN FROM, THE ISSUANCE OF LETTERS OF CREDIT
GENERALLY OR SUCH LETTER OF CREDIT IN PARTICULAR OR SHALL IMPOSE UPON THE L/C
ISSUER WITH RESPECT TO SUCH LETTER OF CREDIT ANY RESTRICTION, RESERVE OR CAPITAL
REQUIREMENT (FOR WHICH THE L/C ISSUER IS NOT OTHERWISE COMPENSATED HEREUNDER)
NOT IN EFFECT ON THE CLOSING DATE, OR SHALL IMPOSE UPON THE L/C ISSUER ANY
UNREIMBURSED LOSS, COST OR EXPENSE WHICH WAS NOT APPLICABLE ON THE CLOSING DATE
AND WHICH THE L/C ISSUER IN GOOD FAITH DEEMS MATERIAL TO IT;
(B)
THE EXPIRY DATE OF SUCH REQUESTED LETTER OF CREDIT WOULD OCCUR
AFTER THE LETTER OF CREDIT EXPIRATION DATE, UNLESS ALL THE LENDERS HAVE APPROVED
SUCH EXPIRY DATE;
(C)
THE ISSUANCE OF SUCH LETTER OF CREDIT WOULD VIOLATE ONE OR MORE
POLICIES OF THE L/C ISSUER; OR
(D)
SUCH LETTER OF CREDIT IS IN A FACE AMOUNT LESS THAN $100,000, IN
THE CASE OF A COMMERCIAL LETTER OF CREDIT, OR $500,000, IN THE CASE OF ANY OTHER
TYPE OF LETTER OF CREDIT.
(III)
THE L/C ISSUER SHALL BE UNDER NO OBLIGATION TO AMEND ANY LETTER
OF CREDIT IF (A) THE L/C ISSUER WOULD HAVE NO OBLIGATION AT SUCH TIME TO ISSUE
SUCH
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LETTER OF CREDIT IN ITS AMENDED FORM UNDER THE TERMS HEREOF, OR (B) THE
BENEFICIARY OF SUCH LETTER OF CREDIT DOES NOT ACCEPT THE PROPOSED AMENDMENT TO
SUCH LETTER OF CREDIT.
(B)
PROCEDURES FOR ISSUANCE AND AMENDMENT OF LETTERS OF CREDIT.
(I)
EACH LETTER OF CREDIT SHALL BE ISSUED OR AMENDED, AS THE CASE MAY
BE, UPON THE REQUEST OF THE COMPANY DELIVERED TO THE L/C ISSUER (WITH A COPY TO
THE ADMINISTRATIVE AGENT) IN THE FORM OF A LETTER OF CREDIT APPLICATION,
APPROPRIATELY COMPLETED AND SIGNED BY A AUTHORIZED CORPORATE OFFICER OF THE
COMPANY.
SUCH LETTER OF CREDIT APPLICATION MUST BE RECEIVED BY THE L/C ISSUER
AND THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M., CHICAGO TIME, AT LEAST
TWO BUSINESS DAYS (OR SUCH LATER DATE AND TIME AS THE L/C ISSUER MAY AGREE IN A
PARTICULAR INSTANCE IN ITS SOLE DISCRETION) PRIOR TO THE PROPOSED ISSUANCE DATE
OR DATE OF AMENDMENT, AS THE CASE MAY BE.
IN THE CASE OF A REQUEST FOR AN
INITIAL ISSUANCE OF A LETTER OF CREDIT, SUCH LETTER OF CREDIT APPLICATION SHALL
SPECIFY IN FORM AND DETAIL SATISFACTORY TO THE L/C ISSUER: (A) THE PROPOSED
ISSUANCE DATE OF THE REQUESTED LETTER OF CREDIT (WHICH SHALL BE A BUSINESS DAY);
(B) THE AMOUNT THEREOF; (C) THE EXPIRY DATE THEREOF; (D) THE NAME AND ADDRESS OF
THE BENEFICIARY THEREOF; (E) THE DOCUMENTS TO BE PRESENTED BY SUCH BENEFICIARY
IN CASE OF ANY DRAWING THEREUNDER; (F) THE FULL TEXT OF ANY CERTIFICATE TO BE
PRESENTED BY SUCH BENEFICIARY IN CASE OF ANY DRAWING THEREUNDER; AND (G) SUCH
OTHER MATTERS AS THE L/C ISSUER MAY REASONABLY REQUIRE.
IN THE CASE OF A
REQUEST FOR AN AMENDMENT OF ANY OUTSTANDING LETTER OF CREDIT, SUCH LETTER OF
CREDIT APPLICATION SHALL SPECIFY IN FORM AND DETAIL SATISFACTORY