BY ITS
OR THEIR TERMS MAY BE EXTENDED FOR ADDITIONAL PERIODS OF UP TO ONE YEAR EACH
PROVIDED THAT (I) THE INITIAL EXPIRATION DATE (OR ANY SUBSEQUENT EXPIRATION
DATE) OF EACH SUCH LETTER OF CREDIT IS NOT LATER THAN FIVE (5) BUSINESS DAYS
PRIOR TO THE REVOLVING CREDIT TERMINATION DATE, AND (II) RENEWAL OF SUCH
LETTER(S) OF CREDIT, AT THE ISSUING BANK'S DISCRETION, SHALL BE AVAILABLE UPON
WRITTEN REQUEST FROM THE BORROWER TO THE ISSUING BANK AT LEAST THIRTY (30) DAYS
(OR SUCH OTHER TIME PERIOD AS AGREED BY THE BORROWER AND THE ISSUING BANK)
BEFORE THE DATE UPON WHICH NOTICE OF RENEWAL IS OTHERWISE REQUIRED.
(B)
THE BORROWER SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE RATABLE
ACCOUNT OF THE REVOLVING CREDIT LENDERS A FEE (THE "LETTER OF CREDIT FEE") EQUAL
TO THE AMOUNT OF THE APPLICABLE MARGIN FOR REVOLVING CREDIT LOANS THAT ARE
EURODOLLAR LOANS IN EFFECT FROM TIME TO TIME MULTIPLIED BY THE DAILY AVERAGE OF
THE UNDRAWN FACE AMOUNT OF EACH LETTER OF CREDIT DURING THE PRECEDING FISCAL
QUARTER (OR SHORTER PERIOD COMMENCING WITH THE CLOSING DATE OR ENDING ON THE
REVOLVING CREDIT TERMINATION DATE), AND SHALL BE PAYABLE QUARTERLY IN ARREARS ON
EACH JANUARY 1, APRIL 1, JULY 1 AND OCTOBER 1 COMMENCING WITH JANUARY 1, 2007
AND ON THE REVOLVING CREDIT TERMINATION DATE.
THE BORROWER SHALL ALSO PAY TO
THE ISSUING BANK THE ISSUING BANK'S THEN IN EFFECT CUSTOMARY FEES, PLUS A
FRONTING FEE OF TWELVE AND ONE-HALF BASIS POINTS (.125%) ON THE FACE AMOUNT OF
EACH SUCH LETTER OF CREDIT, AND ADMINISTRATIVE EXPENSES PAYABLE WITH RESPECT TO
EACH LETTER OF CREDIT ISSUED OR RENEWED BY IT AS THE ISSUING BANK MAY GENERALLY
CHARGE FROM TIME TO TIME.
ONCE PAID, ALL OF THE ABOVE FEES SHALL BE
NONREFUNDABLE UNDER ALL CIRCUMSTANCES.
ALL PERIODIC INTEREST, FEES AND
COMMISSIONS SHALL BE CALCULATED ON THE BASIS OF THE ACTUAL DAYS ELAPSED IN A 360
DAY YEAR.
(C)
(I)
THE ISSUING BANK IRREVOCABLY AGREES TO GRANT AND
HEREBY GRANTS TO EACH LETTER OF CREDIT PARTICIPANT, AND, TO INDUCE THE ISSUING
BANK TO ISSUE LETTERS OF CREDIT HEREUNDER, EACH REVOLVING CREDIT LENDER
IRREVOCABLY AGREES TO ACCEPT AND PURCHASE AND HEREBY ACCEPTS AND PURCHASES FROM
THE ISSUING BANK, ON THE TERMS AND CONDITIONS HEREINAFTER STATED, FOR SUCH
LETTER OF CREDIT PARTICIPANT'S OWN ACCOUNT AND RISK, AN UNDIVIDED INTEREST EQUAL
TO SUCH LETTER OF CREDIT PARTICIPANT'S REVOLVING CREDIT COMMITMENT PERCENTAGE IN
THE ISSUING BANK'S OBLIGATIONS AND RIGHTS UNDER EACH LETTER OF CREDIT ISSUED BY
THE ISSUING BANK (INCLUDING THE EXISTING LETTERS OF CREDIT) AND THE AMOUNT OF
EACH DRAFT PAID BY THE ISSUING BANK THEREUNDER.
EACH LETTER OF CREDIT
PARTICIPANT UNCONDITIONALLY AND IRREVOCABLY AGREES WITH THE ISSUING BANK THAT,
IF A DRAFT IS PAID UNDER ANY LETTER OF CREDIT ISSUED BY THE ISSUING BANK FOR
WHICH THE ISSUING BANK IS NOT REIMBURSED IN FULL BY THE BORROWER IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT, SUCH LETTER OF CREDIT PARTICIPANT SHALL PAY TO
THE ISSUING BANK UPON DEMAND AT THE ISSUING