THE ISSUANCE OF A LETTER OF CREDIT (OR THE AMENDMENT, RENEWAL OR
EXTENSION OF AN OUTSTANDING LETTER OF CREDIT), THE COMPANY SHALL HAND DELIVER OR
TELECOPY (OR TRANSMIT BY ELECTRONIC COMMUNICATION, IF
25
ARRANGEMENTS FOR DOING SO HAVE BEEN APPROVED BY THE RELEVANT ISSUING BANK) TO AN
ISSUING BANK AND THE ADMINISTRATIVE AGENT (REASONABLY IN ADVANCE OF THE
REQUESTED DATE OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION) A NOTICE REQUESTING
THE ISSUANCE OF A LETTER OF CREDIT, OR IDENTIFYING THE LETTER OF CREDIT TO BE
AMENDED, RENEWED OR EXTENDED, AND SPECIFYING THE DATE OF ISSUANCE, AMENDMENT,
RENEWAL OR EXTENSION (WHICH SHALL BE A BUSINESS DAY), THE DATE ON WHICH SUCH
LETTER OF CREDIT IS TO EXPIRE (WHICH SHALL COMPLY WITH PARAGRAPH (C) OF THIS
SECTION), THE AMOUNT OF SUCH LETTER OF CREDIT, THE AGREED CURRENCY APPLICABLE
THERETO, THE NAME AND ADDRESS OF THE BENEFICIARY THEREOF AND SUCH OTHER
INFORMATION AS SHALL BE NECESSARY TO PREPARE, AMEND, RENEW OR EXTEND SUCH LETTER
OF CREDIT.
IF REQUESTED BY THE RELEVANT ISSUING BANK, THE COMPANY ALSO SHALL
SUBMIT A LETTER OF CREDIT APPLICATION ON SUCH ISSUING BANK'S STANDARD FORM IN
CONNECTION WITH ANY REQUEST FOR A LETTER OF CREDIT.
A LETTER OF CREDIT SHALL BE
ISSUED, AMENDED, RENEWED OR EXTENDED ONLY IF (AND UPON ISSUANCE, AMENDMENT,
RENEWAL OR EXTENSION OF EACH LETTER OF CREDIT THE COMPANY SHALL BE DEEMED TO
REPRESENT AND WARRANT THAT), AFTER GIVING EFFECT TO SUCH ISSUANCE, AMENDMENT,
RENEWAL OR EXTENSION (I) THE DOLLAR AMOUNT OF THE LC EXPOSURE SHALL NOT EXCEED
$10,000,000, (II) SUBJECT TO SECTION 2.04, THE SUM OF THE DOLLAR AMOUNT OF THE
TOTAL REVOLVING CREDIT EXPOSURES SHALL NOT EXCEED THE AGGREGATE COMMITMENT AND
(III) SUBJECT TO SECTION 2.04, THE DOLLAR AMOUNT OF THE TOTAL OUTSTANDING
REVOLVING LOANS AND LC EXPOSURE, IN EACH CASE DENOMINATED IN FOREIGN CURRENCIES,
SHALL NOT EXCEED THE FOREIGN CURRENCY SUBLIMIT.
(C)
EXPIRATION DATE.
EACH LETTER OF CREDIT SHALL EXPIRE AT OR PRIOR TO THE
CLOSE OF BUSINESS ON THE EARLIER OF (I) THE DATE ONE YEAR AFTER THE DATE OF THE
ISSUANCE OF SUCH LETTER OF CREDIT (OR, IN THE CASE OF ANY RENEWAL OR EXTENSION
THEREOF, ONE YEAR AFTER SUCH RENEWAL OR EXTENSION) AND (II) THE DATE THAT IS
FIVE (5) BUSINESS DAYS PRIOR TO THE MATURITY DATE.
(D)
PARTICIPATIONS.
BY THE ISSUANCE OF A LETTER OF CREDIT (OR AN AMENDMENT TO
A LETTER OF CREDIT INCREASING THE AMOUNT THEREOF) AND WITHOUT ANY FURTHER ACTION
ON THE PART OF THE RELEVANT ISSUING BANK OR THE LENDERS, SUCH ISSUING BANK
HEREBY GRANTS TO EACH LENDER, AND EACH LENDER HEREBY ACQUIRES FROM SUCH ISSUING
BANK, A PARTICIPATION IN SUCH LETTER OF CREDIT EQUAL TO SUCH LENDER'S APPLICABLE
PERCENTAGE OF THE AGGREGATE DOLLAR AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH
LETTER OF CREDIT.
IN CONSIDERATION AND IN FURTHERANCE OF THE FOREGOING, EACH
LENDER HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES TO PAY TO THE ADMINISTRATIVE
AGENT, FOR THE ACCOUNT OF THE RELEVANT ISSUING BANK, SUCH LENDER'S APPLICABLE
PERCENTAGE OF EACH LC DISBURSEMENT MADE BY SUCH ISSUING