SHALL NOT AT ANY
TIME BE OBLIGATED TO ISSUE ANY U.S. LETTER OF CREDIT HEREUNDER IF SUCH ISSUANCE
WOULD CONFLICT WITH, OR CAUSE THE U.S. ISSUING LENDER OR ANY U.S. L/C
PARTICIPANT TO EXCEED ANY LIMITS IMPOSED BY, ANY APPLICABLE REQUIREMENT OF LAW.
3.2
PROCEDURE FOR ISSUANCE OF U.S. LETTER OF
CREDIT.
THE PARENT BORROWER MAY FROM TIME TO TIME REQUEST THAT THE U.S. ISSUING
LENDER ISSUE A U.S. LETTER OF CREDIT BY DELIVERING TO THE U.S. ISSUING LENDER AN
APPLICATION THEREFOR, COMPLETED TO THE SATISFACTION OF THE U.S. ISSUING LENDER
AT THE ADDRESS GIVEN TO THE PARENT BORROWER BY THE ADMINISTRATIVE AGENT IN THE
WRITTEN NOTICE DESIGNATING THE U.S. ISSUING LENDER AS SUCH, AND SUCH OTHER
CERTIFICATES, DOCUMENTS AND OTHER PAPERS AND INFORMATION AS THE U.S. ISSUING
LENDER MAY REQUEST.
UPON RECEIPT OF ANY APPLICATION, THE U.S. ISSUING LENDER
WILL PROCESS SUCH APPLICATION AND THE CERTIFICATES, DOCUMENTS AND OTHER PAPERS
AND INFORMATION DELIVERED TO IT IN CONNECTION THEREWITH IN ACCORDANCE WITH ITS
CUSTOMARY PROCEDURES AND SHALL PROMPTLY ISSUE THE U.S. LETTER OF CREDIT
REQUESTED THEREBY (BUT IN NO EVENT SHALL THE U.S. ISSUING LENDER BE REQUIRED TO
ISSUE ANY U.S. LETTER OF CREDIT EARLIER THAN THREE BUSINESS DAYS AFTER ITS
RECEIPT OF THE APPLICATION THEREFOR AND ALL SUCH OTHER CERTIFICATES, DOCUMENTS
AND OTHER PAPERS AND INFORMATION RELATING THERETO) BY ISSUING THE ORIGINAL OF
SUCH U.S. LETTER OF CREDIT TO THE BENEFICIARY THEREOF OR AS OTHERWISE MAY BE
AGREED TO BY THE U.S. ISSUING LENDER AND THE PARENT BORROWER.
THE U.S. ISSUING
LENDER SHALL FURNISH A COPY OF SUCH U.S. LETTER OF CREDIT TO THE PARENT BORROWER
PROMPTLY FOLLOWING THE ISSUANCE THEREOF.
THE U.S. ISSUING LENDER SHALL PROMPTLY
FURNISH TO THE ADMINISTRATIVE AGENT, WHICH SHALL IN TURN PROMPTLY FURNISH TO THE
LENDERS, NOTICE OF THE ISSUANCE OF EACH U.S. LETTER OF CREDIT (INCLUDING THE
AMOUNT THEREOF).
57
3.3
FEES AND OTHER CHARGES.
(A)
THE U.S. BORROWERS WILL PAY A FEE ON THE
UNDRAWN FACE AMOUNT OF ALL OUTSTANDING U.S. LETTERS OF CREDIT AT A PER ANNUM
RATE EQUAL TO THE APPLICABLE MARGIN THEN IN EFFECT WITH RESPECT TO EURODOLLAR
LOANS UNDER THE U.S. REVOLVING FACILITY, SHARED RATABLY AMONG THE U.S. REVOLVING
LENDERS AND PAYABLE QUARTERLY IN ARREARS ON EACH U.S. L/C FEE PAYMENT DATE AFTER
THE ISSUANCE DATE.
IN ADDITION, THE U.S. BORROWERS SHALL PAY TO THE U.S.
ISSUING LENDER FOR ITS OWN ACCOUNT A FRONTING FEE OF 20 BASIS POINTS PER ANNUM
OR SUCH OTHER RATE AS SHALL BE AGREED UPON BETWEEN THE U.S. ISSUING LENDER AND
THE U.S. BORROWERS ON THE UNDRAWN AND UNEXPIRED AMOUNT OF EACH U.S. LETTER OF
CREDIT, PAYABLE QUARTERLY IN ARREARS ON EACH L/C FEE PAYMENT DATE AFTER THE
ISSUANCE DATE.
(B)
IN ADDITION TO THE FOREGOING FEES, THE U.S.
BORROWERS SHALL PAY OR REIMBURSE THE U.S. ISSUING LENDER FOR SUCH NORMAL AND
CUSTOMARY COSTS AND EXPENSES AS ARE INCURRED OR CHARGED BY THE U.S. ISSUING
LENDER IN ISSUING, NEGOTIATING, EFFECTING PAYMENT UNDER, AMENDING OR OTHERWISE
ADMINISTERING ANY U.S. LETTER OF CREDIT ISSUED