SUBSIDIARY) AND TO
AMEND OR RENEW LETTERS OF CREDIT PREVIOUSLY ISSUED BY IT, IN ACCORDANCE WITH
SECTION 2.06(B), AND (B) TO HONOR DRAFTS UNDER THE LETTERS OF CREDIT, AND
(II) THE REVOLVING LENDERS SEVERALLY AGREE TO PARTICIPATE IN THE LETTERS OF
CREDIT ISSUED PURSUANT TO SECTION 2.06(D).
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.
(B) NOTICE OF ISSUANCE, AMENDMENT, RENEWAL, EXTENSION; CERTAIN CONDITIONS.
TO
REQUEST THE ISSUANCE OF A LETTER OF CREDIT (OR THE AMENDMENT, RENEWAL OR
EXTENSION OF AN OUTSTANDING LETTER OF
34
CREDIT), THE BORROWER SHALL HAND DELIVER OR FACSIMILE (OR TRANSMIT BY ELECTRONIC
COMMUNICATION, IF ARRANGEMENTS FOR DOING SO HAVE BEEN APPROVED BY THE APPLICABLE
ISSUING BANK) TO THE APPLICABLE ISSUING BANK AND THE AGENT, AT LEAST TWO
(2) BUSINESS DAYS IN ADVANCE OF THE REQUESTED DATE OF ISSUANCE (OR SUCH SHORTER
PERIOD AS IS ACCEPTABLE TO THE APPLICABLE ISSUING BANK), A REQUEST TO ISSUE IN
THE FORM OF EXHIBIT E ATTACHED HERETO (EACH A "LETTER OF CREDIT REQUEST").
TO
REQUEST AN AMENDMENT, EXTENSION OR RENEWAL OF A LETTER OF CREDIT, THE BORROWER
SHALL SUBMIT SUCH A REQUEST ON ITS LETTERHEAD, ADDRESSED TO THE APPLICABLE
ISSUING BANK (WITH A COPY TO THE AGENT) AT LEAST TWO (2) BUSINESS DAYS IN
ADVANCE OF THE REQUESTED DATE OF AMENDMENT, EXTENSION OR RENEWAL, IDENTIFYING
THE LETTER OF CREDIT TO BE AMENDED, RENEWED OR EXTENDED, AND SPECIFYING THE
PROPOSED DATE (WHICH SHALL BE A BUSINESS DAY) AND OTHER DETAILS OF THE
AMENDMENT, EXTENSION OR RENEWAL. REQUESTS FOR ISSUANCE, AMENDMENT, RENEWAL OR
EXTENSION MUST BE ACCOMPANIED BY SUCH OTHER INFORMATION AS SHALL BE NECESSARY TO
ISSUE, AMEND, RENEW OR EXTEND SUCH LETTER OF CREDIT.
IF REQUESTED BY THE
APPLICABLE ISSUING BANK, THE BORROWER 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.
IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND THE TERMS AND CONDITIONS OF ANY FORM OF LETTER
OF CREDIT APPLICATION OR OTHER AGREEMENT SUBMITTED BY THE BORROWER TO, OR
ENTERED INTO BY THE BORROWER WITH, THE APPLICABLE ISSUING BANK RELATING TO ANY
LETTER OF CREDIT, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL CONTROL. A
LETTER OF CREDIT SHALL BE ISSUED, AMENDED, RENEWED OR EXTENDED ONLY WITH THE
APPROVAL OF THE AGENT AND IF (AND ON ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION
OF EACH LETTER OF CREDIT THE BORROWER SHALL BE DEEMED TO REPRESENT AND WARRANT
THAT), AFTER GIVING EFFECT TO SUCH ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION
(I) THE LC EXPOSURE SHALL NOT EXCEED $150,000,000 AND (II) THE TOTAL REVOLVING
EXPOSURES SHALL NOT EXCEED THE LESSER OF THE TOTAL COMMITMENTS AND THE BORROWING
BASE.
PROMPTLY AFTER THE DELIVERY OF ANY LETTER OF CREDIT OR ANY AMENDMENT TO