LOANS FROM ONE TYPE TO THE OTHER, AND ALL CONTINUATIONS OF
REVOLVING LOANS AS THE SAME TYPE, THERE SHALL NOT BE MORE THAN TEN INTEREST
PERIODS IN EFFECT WITH RESPECT TO REVOLVING LOANS.
2.03
LETTERS OF CREDIT.
(A)
THE LETTER OF CREDIT COMMITMENT.
(I)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, (A) THE L/C
ISSUER AGREES, IN RELIANCE UPON THE AGREEMENTS OF THE OTHER LENDERS SET FORTH IN
THIS SECTION 2.03, (1) FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE PERIOD
FROM THE CLOSING DATE UNTIL THE LETTER OF CREDIT EXPIRATION DATE, TO ISSUE
LETTERS OF CREDIT FOR THE ACCOUNT OF THE BORROWER OR CERTAIN RESTRICTED
SUBSIDIARIES, AND TO AMEND OR RENEW LETTERS OF CREDIT PREVIOUSLY ISSUED BY IT,
IN ACCORDANCE WITH SUBSECTION (B) BELOW, AND (2) TO HONOR DRAFTS UNDER THE
LETTERS OF CREDIT; AND (B) THE LENDERS SEVERALLY AGREE TO PARTICIPATE IN LETTERS
OF CREDIT ISSUED FOR THE ACCOUNT OF THE BORROWER; PROVIDED THAT NO L/C ISSUER
SHALL BE OBLIGATED TO MAKE ANY L/C CREDIT EXTENSION WITH RESPECT TO ANY LETTER
OF CREDIT, AND NO LENDER SHALL BE OBLIGATED TO PARTICIPATE IN ANY LETTER OF
CREDIT IF AS OF THE DATE OF SUCH L/C CREDIT EXTENSION, (I) THE TOTAL
OUTSTANDINGS WOULD EXCEED THE AGGREGATE COMMITMENTS, (II) THE AGGREGATE
OUTSTANDING AMOUNT OF THE REVOLVING LOANS OF ANY LENDER, PLUS SUCH LENDER'S PRO
RATA SHARE OF THE OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS, PLUS SUCH LENDER'S
PRO RATA SHARE OF THE OUTSTANDING AMOUNT OF ALL SWING LINE LOANS WOULD EXCEED
SUCH LENDER'S COMMITMENT, (III) THE OUTSTANDING AMOUNT OF THE L/C OBLIGATIONS
WOULD EXCEED THE LETTER OF CREDIT SUBLIMIT OR (IV) THE AGGREGATE PRINCIPAL
AMOUNT OF ALL BORROWING BASE DEBT WOULD EXCEED THE BORROWING BASE DETERMINED AS
OF THE MOST RECENT INVENTORY VALUATION DATE. EACH REQUEST BY THE BORROWER FOR
THE ISSUANCE OR AMENDMENT OF A LETTER OF CREDIT SHALL BE DEEMED TO BE A
REPRESENTATION BY THE BORROWER THAT THE L/C CREDIT EXTENSION SO REQUESTED
COMPLIES WITH THE CONDITIONS SET FORTH IN THE PROVISO TO THE PRECEDING SENTENCE.
WITHIN THE FOREGOING LIMITS, AND SUBJECT TO THE TERMS AND CONDITIONS HEREOF, THE
BORROWER'S ABILITY TO OBTAIN LETTERS OF CREDIT SHALL BE FULLY REVOLVING, AND
ACCORDINGLY THE BORROWER MAY, DURING THE FOREGOING PERIOD, OBTAIN LETTERS OF
CREDIT TO REPLACE LETTERS OF CREDIT THAT HAVE EXPIRED OR THAT HAVE BEEN DRAWN
UPON AND REIMBURSED. THE EXISTING LETTERS OF CREDIT SHALL BE DEEMED TO HAVE BEEN
ISSUED PURSUANT HERETO, AND FROM AND AFTER THE CLOSING DATE SHALL BE SUBJECT TO
AND GOVERNED BY THE TERMS AND CONDITIONS HEREOF.
(II)
NO L/C ISSUER SHALL BE UNDER ANY OBLIGATION TO ISSUE ANY LETTER
OF CREDIT IF:
(A)
ANY ORDER, JUDGMENT OR DECREE OF ANY GOVERNMENTAL AUTHORITY OR
ARBITRATOR SHALL BY ITS TERMS PURPORT TO ENJOIN OR RESTRAIN THE L/C ISSUER FROM
ISSUING SUCH LETTER OF CREDIT, OR ANY LAW APPLICABLE TO THE L/C ISSUER OR ANY
REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY
GOVERNMENTAL AUTHORITY WITH