OR MORE ITEMS PRECEDED BY
THE WORD "INCLUDING" SHALL NOT BE DEEMED LIMITED TO THE STATED ITEMS BUT SHALL
BE DEEMED WITHOUT LIMITATION.
1.2.5
UNLESS OTHERWISE SPECIFIED, ALL REFERENCES HEREIN TO THE AMOUNT OF
A LETTER OF CREDIT AT ANY TIME SHALL BE DEEMED TO MEAN THE DOLLAR EQUIVALENT OF
THE MAXIMUM FACE AMOUNT OF SUCH LETTER OF CREDIT AFTER GIVING EFFECT TO ALL
INCREASES THEREOF CONTEMPLATED BY SUCH LETTER OF CREDIT OR ANY LETTER OF CREDIT
APPLICATION RELATED THERETO, WHETHER OR NOT SUCH MAXIMUM FACE AMOUNT IS IN
EFFECT AT SUCH TIME.
1.2.6
UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, REFERENCES TO
AGREEMENTS (INCLUDING THE FUNDAMENTAL DOCUMENTS) AND OTHER CONTRACTUAL
INSTRUMENTS SHALL BE DEEMED TO INCLUDE ALL SUBSEQUENT AMENDMENTS, RESTATEMENTS,
EXTENSIONS, SUPPLEMENTS AND OTHER MODIFICATIONS THERETO (SUBJECT TO ANY
RESTRICTIONS ON SUCH AMENDMENT, RESTATEMENT, EXTENSION, SUPPLEMENT OR OTHER
MODIFICATION SET FORTH HEREIN OR IN ANY OTHER FUNDAMENTAL DOCUMENT).
2.
TERMS OF THE LETTER OF CREDIT FACILITY
2.1
THE LETTERS OF CREDIT
2.1.1
ON THE TERMS AND SUBJECT TO THE FURTHER CONDITIONS HEREINAFTER SET
FORTH AND UPON SATISFACTION OF THE CONDITIONS SET FORTH IN CLAUSE 3 (CONDITIONS
OF ISSUANCE OF LETTERS OF CREDIT), THE AGENT HEREBY AGREES TO ISSUE ON BEHALF OF
THE LENDERS ON AND AFTER THE CLOSING DATE LETTERS OF CREDIT, EACH DATED THE DATE
OF ITS ISSUANCE, IN THE AGGREGATE ISSUED AND OUTSTANDING AT ANY ONE TIME IN A
FACE AMOUNT NOT TO EXCEED USD$150,000,000 SO LONG AS (AFTER GIVING EFFECT TO THE
ISSUANCE OF THE REQUESTED LETTER OF CREDIT) THE ADJUSTED COLLATERAL VALUE IS NOT
LESS THAN THE SUM OF ALL AMOUNTS THEN OUTSTANDING WITH RESPECT TO THE LETTER OF
CREDIT OBLIGATIONS
16
AND REIMBURSEMENT OBLIGATIONS, AS MORE SPECIFICALLY SET FORTH BELOW IN
SUB-CLAUSE 2.1.2. LETTERS OF CREDIT MAY BE ISSUED IN U.S. DOLLARS, POUNDS
STERLING OR EURO, PROVIDED THAT THE OBLIGOR IS IN COMPLIANCE WITH SUB-CLAUSE
5.1.4 OF CLAUSE 5.1 (AFFIRMATIVE COVENANTS). SO LONG AS ANY LETTER OF CREDIT IS
OUTSTANDING AND HAS NOT EXPIRED, THIS AGREEMENT SHALL CONTINUE TO BE IN FULL
FORCE AND EFFECT WITH RESPECT TO SUCH LETTER OF CREDIT, PROVIDED, HOWEVER, THAT
NO LETTER OF CREDIT SHALL BE RENEWED, NOR SHALL ANY LETTER OF CREDIT BE ISSUED,
ON OR AFTER THE LAST DATE OF THE FACILITY AVAILABILITY PERIOD.
2.1.2
THE OBLIGOR MAY, FROM TIME TO TIME, REQUEST THAT THE AGENT ISSUE
ON BEHALF OF THE LENDERS LETTERS OF CREDIT DURING THE PERIOD FROM THE DATE
HEREOF TO BUT NOT INCLUDING THE LAST DATE OF THE FACILITY AVAILABILITY PERIOD,
TO COVER UNDERWRITING YEARS OF ACCOUNT 2008, 2009 AND 2010; PROVIDED, HOWEVER,
THAT (I) THE AGGREGATE AMOUNT OF LETTER OF CREDIT OBLIGATIONS AND REIMBURSEMENT
OBLIGATIONS AT ANY TIME ISSUED SHALL NOT EXCEED THE ADJUSTED COLLATERAL VALUE,
AND (II) THE AGGREGATE FACE AMOUNT OF ALL LETTERS OF CREDIT ISSUED UNDER THIS
AGREEMENT, SHALL NOT EXCEED USD$150,000,000. THE OBLIGOR SHALL MAKE SUCH REQUEST
BY EXECUTING AND DELIVERING TO THE AGENT, IN THE CASE OF LETTERS OF CREDIT TO BE
ISSUED IN U.S. DOLLARS OR EURO, NOT