Loans.
Each Borrower shall repay
each Swing Line Loan made to it on the earlier to occur of (i) (A) with respect
to a Loan other than a Eurodollar Rate Loan, the date fifteen Business Days
after such Loan is made and (B) with respect to a Eurodollar Loan, on the last
day of the Interest Period that is applicable thereto, and (ii) the Maturity
Date.
§ 2.4.
Letters of Credit - Applicability of ISP and UCP.
Section 2.10(h) of the Original Agreement is hereby amended in its entirety to
read as follows:
(h)
Applicability of ISP and UCP. Unless
otherwise expressly agreed by an LC Issuer and a Borrower when a Letter of
Credit is issued (including any such agreement applicable to any Letter of
Credit outstanding under the Existing Agreement as of the Closing Date), (i) the
rules of the ISP shall apply to each standby Letter of Credit, and (ii) the
rules of the Uniform Customs and Practice for Documentary Credits, as most
recently published by the International Chamber of Commerce at the time of
issuance shall apply to each commercial or documentary Letter of Credit.
§ 2.5.
Swing Line Loans.
Article II of the Original
Agreement is hereby amended by adding a new Section 2.10A immediately following
Section 2.10 thereof, to read as follows:
SECTION 2.10A.
SWING LINE LOANS.
(A)
THE SWING LINE.
SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, THE SWING LINE LENDER AGREES, IN RELIANCE UPON THE
AGREEMENTS OF THE OTHER LENDERS SET FORTH IN THIS SECTION 2.10A, TO MAKE LOANS
(EACH SUCH LOAN, A "SWING LINE LOAN") TO EITHER THE US BORROWER OR TO EITHER OF
THE CANADIAN BORROWERS FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE
COMMITMENT PERIOD IN AN AGGREGATE AMOUNT NOT TO EXCEED AT ANY TIME OUTSTANDING
THE AMOUNT OF THE SWING LINE SUBLIMIT APPLICABLE TO IT, NOTWITHSTANDING THE FACT
THAT SUCH SWING LINE LOANS, WHEN AGGREGATED WITH THE OUTSTANDING AMOUNT OF OTHER
US LOANS AND US LC OBLIGATIONS, OR OF OTHER CANADIAN LOANS AND CANADIAN
OBLIGATIONS, AS THE CASE MAY BE, OF THE LENDER ACTING AS SWING LINE LENDER, MAY
EXCEED THE AMOUNT OF SUCH LENDER'S US COMMITMENT OR CANADIAN COMMITMENT,
RESPECTIVELY; PROVIDED, HOWEVER, THAT AFTER GIVING EFFECT TO ANY SWING LINE
LOAN, (I) THE US TOTAL OUTSTANDING
4
AMOUNT OR CANADIAN TOTAL OUTSTANDING AMOUNT, AS APPROPRIATE, SHALL NOT EXCEED
THE US TOTAL COMMITTED AMOUNT OR CANADIAN TOTAL COMMITTED AMOUNT, RESPECTIVELY,
AND (II) THE OUTSTANDING AMOUNT OF US LOANS OR CANADIAN LOANS BY ANY US LENDER
OR CANADIAN LENDER, RESPECTIVELY, PLUS SUCH US LENDER'S US PERCENTAGE SHARE OF
THE OUTSTANDING AMOUNT OF US LC OBLIGATIONS OR SUCH CANADIAN LENDER'S CANADIAN
PERCENTAGE SHARE OF THE OUTSTANDING AMOUNT OF CANADIAN LC OBLIGATIONS, AS THE
CASE MAY BE, PLUS SUCH US LENDER'S US PERCENTAGE SHARE OF THE OUTSTANDING AMOUNT
OF ALL SWING LINE LOANS MADE TO US BORROWER OR SUCH CANADIAN LENDER'S CANADIAN
PERCENTAGE SHARE OF THE OUTSTANDING AMOUNT OF ALL SWING LINE LOANS MADE TO
EITHER