PREFERENTIAL
PAYMENT UNDER THE UNITED STATES BANKRUPTCY CODE OR IS OTHERWISE REQUIRED TO BE
RETURNED, SUCH LENDER SHALL PROMPTLY RETURN TO THE ISSUER ANY PORTION THEREOF
PREVIOUSLY TRANSFERRED BY THE ISSUER TO SUCH LENDER, BUT WITHOUT INTEREST TO THE
EXTENT THAT INTEREST IS NOT PAYABLE BY THE ISSUER IN CONNECTION THEREWITH.
(E)
ALL PAYMENTS IN RESPECT OF REIMBURSEMENT
OBLIGATIONS SHALL BE IN DOLLARS AT THE ISSUER'S SELLING RATE FOR CABLE TRANSFERS
TO THE PLACE OF PAYMENT OF THE LETTER OF CREDIT CURRENT ON THE DATE OF PAYMENT
OR OF THE ISSUER'S SETTLEMENT OF ITS OBLIGATION, AS THE ISSUER MAY REQUIRE OR,
AT THE ISSUER'S ELECTION, IN THE CURRENCY IN WHICH THE ISSUER WAS REQUIRED TO
PAY SUCH LETTER OF CREDIT.
IF, FOR ANY CAUSE, ON THE DATE OF PAYMENT OR
SETTLEMENT, AS THE CASE MAY BE, THERE IS NO SELLING RATE OR OTHER RATE OF
EXCHANGE GENERALLY CURRENT IN CHICAGO FOR EFFECTING SUCH TRANSFERS, THE BORROWER
WILL PAY THE ISSUER ON DEMAND AN AMOUNT IN DOLLARS EQUIVALENT TO THE ISSUER'S
ACTUAL COST OF SETTLEMENT ON ITS OBLIGATION HOWEVER OR WHENEVER THE ISSUER SHALL
MAKE SUCH SETTLEMENT, WITH INTEREST AT THE ALTERNATE BASE RATE FROM THE DATE OF
SETTLEMENT TO THE DATE OF PAYMENT.
3.5
PROCEDURE FOR ISSUANCE.
PRIOR TO THE ISSUANCE OF EACH NEW LETTER OF
CREDIT, AND AS A CONDITION OF SUCH ISSUANCE, THE BORROWER SHALL DELIVER TO THE
ISSUER (WITH A COPY TO THE AGENT) A REIMBURSEMENT AGREEMENT SIGNED BY THE
BORROWER, TOGETHER WITH SUCH OTHER DOCUMENTS OR ITEMS AS MAY BE REQUIRED
PURSUANT TO THE TERMS THEREOF, AND THE PROPOSED FORM AND CONTENT OF SUCH LETTER
OF CREDIT SHALL BE REASONABLY SATISFACTORY TO THE ISSUER.
EACH LETTER OF CREDIT
SHALL BE ISSUED NO EARLIER THAN TWO (2) BUSINESS DAYS AFTER DELIVERY OF THE
FOREGOING DOCUMENTS, WHICH DELIVERY MAY BE BY THE BORROWER TO THE ISSUER BY
TELECOPY, TELEX OR OTHER ELECTRONIC MEANS FOLLOWED BY DELIVERY OF EXECUTED
ORIGINALS WITHIN FIVE (5) DAYS THEREAFTER.
THE DOCUMENTS SO DELIVERED SHALL BE
IN COMPLIANCE WITH THE REQUIREMENTS SET FORTH IN SECTION 3.1(B), AND SHALL
SPECIFY THEREIN (A) THE STATED AMOUNT OF THE LETTER OF CREDIT REQUESTED, (B) THE
EFFECTIVE DATE OF ISSUANCE OF SUCH REQUESTED LETTER OF CREDIT, WHICH SHALL BE A
BUSINESS DAY, (C) THE DATE ON WHICH SUCH REQUESTED LETTER OF CREDIT IS TO
EXPIRE, WHICH SHALL BE NO LATER THAN FOUR YEARS FROM THE DATE OF ISSUANCE OF
SUCH LETTER OF CREDIT OR IN THE CASE OF A LLOYD'S LETTER OF CREDIT, FOUR YEARS
FROM NOTICE OF EXPIRY FROM THE ISSUER TO THE BORROWER AND THE BENEFICIARY OF
SUCH LETTER OF CREDIT, (D) WHETHER THE LETTER OF CREDIT IS TO BE DENOMINATED IN
DOLLARS OR POUNDS, AND (E) THE AGGREGATE AMOUNT OF LETTER OF CREDIT OBLIGATIONS
WHICH ARE OUTSTANDING AND WHICH WILL BE OUTSTANDING AFTER GIVING EFFECT TO THE
REQUESTED LETTER OF CREDIT ISSUANCE.
THE DELIVERY OF THE FOREGOING DOCUMENTS
AND INFORMATION SHALL CONSTITUTE AN "ISSUANCE REQUEST" FOR PURPOSES OF THIS
AGREEMENT.
SUBJECT TO THE TERMS AND