LETTERS OF CREDIT DENOMINATED IN DOLLARS FOR THE
ACCOUNT OF ANY OF THE BORROWERS UNDER THIS AGREEMENT (EACH, A "LETTER OF CREDIT"
AND, COLLECTIVELY, THE "LETTERS OF CREDIT") AND TO AMEND OR RENEW LETTERS OF
CREDIT PREVIOUSLY ISSUED BY IT, IN ACCORDANCE WITH SECTION 2.10.1(II)(B) BELOW,
AND (2) TO HONOR DRAFTS UNDER THE LETTERS OF CREDIT; AND (B) THE BANKS SEVERALLY
AGREE TO PARTICIPATE IN LETTERS OF CREDIT; PROVIDED, THAT THE ISSUING BANK SHALL
NOT BE OBLIGATED TO MAKE ANY L/C CREDIT EXTENSION WITH RESPECT TO ANY LETTER OF
CREDIT IF, AS OF THE DATE OF SUCH L/C CREDIT EXTENSION AND AFTER GIVING EFFECT
TO SUCH REQUEST, (W) THE OUTSTANDING REVOLVING LOANS PLUS THE OUTSTANDING SWING
LINE LOANS AND THE OUTSTANDING L/C OBLIGATIONS RELATING TO LETTERS OF CREDIT
WOULD EXCEED THE REVOLVING CREDIT COMMITMENT; (X) THE OUTSTANDING REVOLVING
LOANS OF ANY BANK PLUS SUCH BANK'S COMMITMENT PERCENTAGE OF THE OUTSTANDING L/C
OBLIGATIONS RELATING TO LETTERS OF CREDIT EXCEEDS SUCH BANK'S REVOLVING CREDIT
COMMITMENT, OR (Y) THE OUTSTANDING
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L/C OBLIGATIONS RELATING TO LETTERS OF CREDIT WOULD EXCEED THE APPLICABLE LETTER
OF CREDIT SUBLIMIT.
(II)
THE ISSUING BANK SHALL BE UNDER NO OBLIGATION TO ISSUE ANY LETTER
OF CREDIT IF:
(A)
ANY ORDER, JUDGMENT OR DECREE OF ANY GOVERNMENTAL AUTHORITY SHALL
BY ITS TERMS PURPORT TO ENJOIN OR RESTRAIN THE ISSUING BANK FROM ISSUING SUCH
LETTER OF CREDIT, OR ANY LAW APPLICABLE TO THE ISSUING BANK OR ANY REQUEST OR
DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY GOVERNMENTAL
AUTHORITY WITH JURISDICTION OVER THE ISSUING BANK SHALL PROHIBIT, OR REQUEST
THAT THE ISSUING BANK REFRAIN FROM, THE ISSUANCE OF LETTERS OF CREDIT GENERALLY
OR SUCH LETTER OF CREDIT IN PARTICULAR OR SHALL IMPOSE UPON THE ISSUING BANK
WITH RESPECT TO SUCH LETTER OF CREDIT ANY RESTRICTION, RESERVE OR CAPITAL
REQUIREMENT (FOR WHICH THE ISSUING BANK IS NOT OTHERWISE COMPENSATED HEREUNDER)
NOT IN EFFECT ON THE DATE HEREOF, OR SHALL IMPOSE UPON THE ISSUING BANK ANY
UNREIMBURSED LOSS, COST OR EXPENSE WHICH WAS NOT APPLICABLE ON THE DATE HEREOF
AND WHICH THE ISSUING BANK IN GOOD FAITH DEEMS MATERIAL TO IT;
(B)
SUBJECT TO SECTION 2.10.2(III), THE EXPIRY DATE OF SUCH REQUESTED
LETTER OF CREDIT WOULD OCCUR MORE THAN TWELVE MONTHS AFTER THE DATE OF ISSUANCE
OR LAST RENEWAL;
(C)
THE EXPIRY DATE OF SUCH REQUESTED LETTER OF CREDIT WOULD OCCUR
AFTER THE LETTER OF CREDIT EXPIRATION DATE;
(D)
THE ISSUANCE OF SUCH LETTER OF CREDIT WOULD VIOLATE ONE OR MORE
POLICIES OF THE ISSUING BANK; OR
(E)
SUCH LETTER OF CREDIT IS IN AN INITIAL AMOUNT LESS THAN $100,000,
OR IS TO BE USED FOR A PURPOSE OTHER THAN WORKING CAPITAL AND GENERAL CORPORATE
PURPOSES OR DENOMINATED IN A CURRENCY OTHER THAN DOLLARS.
(III)
THE ISSUING BANK SHALL BE UNDER NO OBLIGATION
TO AMEND ANY LETTER OF CREDIT IF (A) THE ISSUING BANK WOULD HAVE NO OBLIGATION
AT SUCH TIME TO ISSUE SUCH LETTER OF CREDIT IN ITS AMENDED FORM UNDER THE TERMS
HEREOF, OR (B) THE