PARTY APPROVING OR CONSENTING TO SUCH INCREASE, AND (II)
CERTIFYING THAT, BEFORE AND AFTER GIVING EFFECT TO SUCH INCREASE, (A) THE
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND THE OTHER LOAN DOCUMENTS ARE
TRUE AND CORRECT ON AND AS OF THE INCREASE EFFECTIVE DATE, EXCEPT TO THE EXTENT
THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE,
IN WHICH CASE THEY ARE TRUE AND CORRECT AS OF SUCH EARLIER DATE, AND (B) NO
DEFAULT EXISTS.
THE BORROWER SHALL PREPAY ON A NON-RATABLE BASIS ANY LOANS
OUTSTANDING ON THE INCREASE EFFECTIVE DATE (AND PAY ANY ADDITIONAL AMOUNTS
REQUIRED PURSUANT TO SECTION 2.11) TO THE EXTENT NECESSARY TO KEEP THE
OUTSTANDING LOANS RATABLE WITH ANY REVISED REVOLVING CREDIT PERCENTAGES OF THE
REVOLVING COMMITMENTS ARISING FROM ANY NONRATABLE INCREASE IN THE REVOLVING
COMMITMENTS UNDER THIS SECTION.
(f)
Increase in the Letter of Credit Sublimit.
On any Increase
Effective Date, with the written consent of each Issuing Lender, the Letter of
Credit Sublimit may be increased by an amount up to the amount of the increase
in the Revolving Commitment Amount on such Increase Effective Date.
24
(G)
CONFLICTING PROVISIONS.
THIS SECTION SHALL SUPERSEDE ANY
PROVISIONS IN SECTIONS 2.17 OR 9.1 TO THE CONTRARY.
ARTICLE III.
LETTERS OF CREDIT
SECTION 3.1.
COMMITMENT FOR LETTERS OF CREDIT.
PRIOR TO THE CLOSING DATE, BANK
OF AMERICA, N.A., AS "ISSUING LENDER" UNDER THE EXISTING CREDIT AGREEMENT HAS
ISSUED THE EXISTING L/CS, WHICH FROM AND AFTER THE CLOSING DATE, SHALL
CONSTITUTE LETTERS OF CREDIT HEREUNDER.
SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, EACH ISSUING LENDER HEREUNDER, IN RELIANCE ON THE AGREEMENTS OF THE
OTHER LENDERS, SET FORTH IN SECTION
3.4, AGREES TO ISSUE LETTERS OF CREDIT (THE
LETTERS OF CREDIT ISSUED ON AND AFTER THE CLOSING DATE PURSUANT TO THIS SECTION
3.1 TOGETHER WITH THE EXISTING L/CS, THE "LETTERS OF CREDIT") IN DOLLARS OR IN
ALTERNATIVE CURRENCIES FOR THE ACCOUNT OF THE BORROWER, AND EACH LENDER
SEVERALLY AGREES TO PARTICIPATE IN THE LETTERS OF CREDIT (INCLUDING EXISTING
L/CS) ISSUED BY EACH ISSUING LENDER HEREUNDER, IN A DOLLAR EQUIVALENT AMOUNT
EQUAL TO SUCH LENDER'S REVOLVING CREDIT PERCENTAGE, FROM TIME TO TIME, ON ANY
BUSINESS DAY DURING THE PERIOD COMMENCING ON THE DATE HEREOF, AND CONTINUING
UNTIL THE REVOLVING COMMITMENT TERMINATION DATE IN SUCH FORM AS MAY BE APPROVED
FROM TIME TO TIME BY THE APPLICABLE ISSUING LENDER; PROVIDED, THAT NO ISSUING
LENDER SHALL HAVE ANY OBLIGATION TO ISSUE ANY LETTER OF CREDIT IF, AFTER GIVING
EFFECT TO SUCH ISSUANCE, (I) THE LETTER OF CREDIT OBLIGATIONS WOULD EXCEED THE
LETTER OF CREDIT AVAILABILITY, (II) THE LETTER OF CREDIT OBLIGATIONS IN RESPECT
OF FINANCIAL LETTERS OF CREDIT EXCEED THE FINANCIAL LETTER OF CREDIT
AVAILABILITY OR (III) THE AGGREGATE AMOUNT OF AVAILABLE REVOLVING COMMITMENTS
WOULD BE LESS THAN ZERO.
EACH LETTER OF CREDIT SHALL EXPIRE NO LATER THAN THE
EARLIER OF (X) THE FOURTH ANNIVERSARY OF ITS DATE OF ISSUANCE AND (Y) THE DATE
WHICH IS PRIOR TO THE REVOLVING COMMITMENT TERMINATION DATE AS IN EFFECT AT THE
TIME OF