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 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 AN 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.
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 BORROWER SHALL BE
DEEMED TO REPRESENT AND WARRANT THAT), AFTER GIVING EFFECT TO SUCH ISSUANCE,
AMENDMENT, RENEWAL OR EXTENSION (I) THE TOTAL LC EXPOSURE SHALL NOT EXCEED
$450,000,000, (II) THE AMOUNT OF THE LC EXPOSURE ATTRIBUTABLE TO LETTERS OF
CREDIT ISSUED BY THE APPLICABLE ISSUING BANK WILL NOT EXCEED THE LC COMMITMENT
OF SUCH ISSUING BANK AND (III) THE TOTAL REVOLVING EXPOSURES SHALL NOT EXCEED
THE LESSER OF (A) THE TOTAL REVOLVING COMMITMENTS AT SUCH TIME AND (B) THE
BORROWING BASE AMOUNT IN EFFECT AT SUCH TIME MINUS THE SUM OF (1) THE
OUTSTANDING TRANCHE 1 TERM LOANS AT SUCH TIME, (2) PRIOR TO THE BORROWING BASE
DATE, ZERO AND FROM AND AFTER THE BORROWING BASE DATE, THE OUTSTANDING TRANCHE 2
TERM LOANS AT SUCH TIME AND (3) THE OUTSTANDING TRANCHE 3 TERM LOANS AT SUCH
TIME.
(C)
EXPIRATION DATE.
EACH LETTER OF CREDIT SHALL EXPIRE AT OR PRIOR TO THE
CLOSE OF BUSINESS ON THE EARLIER OF (I) THE DATE THAT IS 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 BUSINESS DAYS PRIOR TO THE REVOLVING/TRANCHE 1 TERM 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 APPLICABLE ISSUING BANK OR THE LENDERS, SUCH ISSUING BANK
HEREBY GRANTS TO EACH REVOLVING LENDER, AND EACH REVOLVING LENDER HEREBY
ACQUIRES FROM SUCH ISSUING BANK, A PARTICIPATION IN SUCH LETTER OF CREDIT IN AN
AMOUNT EQUAL TO SUCH LENDER'S APPLICABLE PERCENTAGE OF THE AGGREGATE AMOUNT
AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF CREDIT.
IN CONSIDERATION AND IN
FURTHERANCE OF THE FOREGOING, EACH REVOLVING LENDER HEREBY ABSOLUTELY AND
UNCONDITIONALLY AGREES TO PAY TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF
THE APPLICABLE ISSUING BANK, SUCH LENDER'S APPLICABLE PERCENTAGE OF EACH LC
DISBURSEMENT MADE BY SUCH ISSUING BANK AND NOT REIMBURSED BY THE BORROWER ON THE
DATE DUE AS PROVIDED IN