OF
CREDIT.
UNLESS OTHERWISE SPECIFIED, ALL STANDBY LETTERS OF CREDIT AND
COMMERCIAL LETTERS OF CREDIT WILL BE GOVERNED BY THE "UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDITS" AND ALL BANK GUARANTEES WILL BE GOVERNED BY
THE "UNIFORM RULES FOR DEMAND GUARANTEES", IN EACH CASE AS ISSUED BY THE
INTERNATIONAL CHAMBER OF COMMERCE AND AS IN EFFECT ON THE DATE OF ISSUANCE OF
SUCH LETTER OF CREDIT.
ON THE BUSINESS DAY SPECIFIED BY THE BORROWER AND UPON
CONFIRMATION FROM THE ADMINISTRATIVE AGENT THAT THE APPLICABLE CONDITIONS SET
FORTH IN ARTICLE V HAVE BEEN FULFILLED OR WAIVED, THE APPLICABLE FACING AGENT
WILL ISSUE THE REQUESTED LETTER OF CREDIT TO THE APPLICABLE BENEFICIARY.
FROM
TIME TO TIME WHILE A LETTER OF CREDIT IS OUTSTANDING AND PRIOR TO THE REVOLVER
TERMINATION DATE, THE APPLICABLE FACING AGENT WILL, UPON THE WRITTEN REQUEST OF
THE BORROWER RECEIVED BY THE FACING AGENT (WITH A COPY SENT BY THE BORROWER TO
THE ADMINISTRATIVE AGENT) AT LEAST THREE BUSINESS DAYS (OR SUCH SHORTER TIME AS
THE FACING AGENT AND THE ADMINISTRATIVE AGENT MAY AGREE IN A PARTICULAR INSTANCE
IN THEIR SOLE DISCRETION) PRIOR TO THE PROPOSED DATE OF AMENDMENT, AMEND ANY
LETTER OF CREDIT ISSUED BY IT.
EACH SUCH REQUEST FOR AMENDMENT OF A LETTER OF
CREDIT SHALL BE MADE BY FACSIMILE, CONFIRMED IMMEDIATELY IN AN ORIGINAL WRITING
(EACH A "LETTER OF CREDIT AMENDMENT REQUEST") AND SHALL SPECIFY IN FORM AND
DETAIL SATISFACTORY TO THE FACING AGENT: (I) THE LETTER OF CREDIT TO BE AMENDED;
(II) THE PROPOSED DATE OF AMENDMENT OF THE LETTER OF CREDIT (WHICH SHALL BE A
BUSINESS DAY); (III) THE NATURE OF THE PROPOSED AMENDMENT; AND (IV) SUCH OTHER
MATTERS AS THE FACING AGENT MAY REQUIRE.
THE FACING AGENT SHALL BE UNDER NO
OBLIGATION TO AMEND ANY LETTER OF CREDIT IF: (A) THE FACING AGENT WOULD HAVE NO
OBLIGATION AT SUCH TIME TO ISSUE SUCH LETTER OF CREDIT IN ITS AMENDED FORM UNDER
THE TERMS OF THIS AGREEMENT, OR (B) THE BENEFICIARY OF ANY SUCH LETTER OF CREDIT
DOES NOT ACCEPT THE PROPOSED AMENDMENT TO THE LETTER OF CREDIT.
THE FACING
AGENT WILL PROVIDE A COPY OF ANY AMENDMENT TO THE ADMINISTRATIVE AGENT AND THE
ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY THE LENDERS OF THE RECEIPT BY IT OF
ANY AMENDMENT TO A LETTER OF CREDIT.
IN THE EVENT THAT THE FACING AGENT IS
OTHER THAN THE ADMINISTRATIVE AGENT, SUCH FACING AGENT WILL SEND BY FACSIMILE
TRANSMISSION TO THE ADMINISTRATIVE AGENT, PROMPTLY ON THE FIRST BUSINESS DAY OF
EACH WEEK ITS
57
DAILY MAXIMUM DOLLAR EQUIVALENT AMOUNT AVAILABLE TO BE DRAWN UNDER THE
COMMERCIAL LETTERS OF CREDIT ISSUED BY SUCH FACING AGENT FOR THE PREVIOUS WEEK.
THE ADMINISTRATIVE AGENT SHALL DELIVER TO EACH LENDER UPON SUCH CALENDAR MONTH
END, AND UPON EACH COMMERCIAL LETTER OF CREDIT FEE PAYMENT, A REPORT SETTING
FORTH THE DAILY MAXIMUM DOLLAR EQUIVALENT AMOUNT AVAILABLE TO BE DRAWN FOR ALL
FACING AGENTS DURING SUCH PERIOD.
(C)
DRAWS UPON LETTERS OF CREDIT; REIMBURSEMENT OBLIGATION.
IN THE
EVENT OF ANY DRAWING UNDER ANY