OF CREDIT") AND ANY DRAFTS OR ACCEPTANCES THEREUNDER; PROVIDED, HOWEVER,
WITHOUT IN ANY WAY LIMITING THE DISCRETION OF THE ADMINISTRATIVE AGENT, THAT IN
NO EVENT SHALL (I) THE AGGREGATE AMOUNT OF THE LETTER OF CREDIT LIABILITIES
EXCEED $10,000,000 (II) THE AGGREGATE AMOUNT OF THE LETTER OF CREDIT
LIABILITIES, PLUS THE AGGREGATE PRINCIPAL AMOUNT OF THE REVOLVING CREDIT LOANS
THEN OUTSTANDING EXCEED AT ANY TIME THE LESSER OF THE AGGREGATE MAXIMUM
REVOLVING CREDIT COMMITMENT AMOUNT AND THE REVOLVER BORROWING BASE AS IN EFFECT
AT SUCH TIME, (III) THE FACE AMOUNT OF ANY LETTER OF CREDIT BE LESS THAN
$50,000, OR (IV) THE EXPIRATION DATE OF ANY LETTER OF CREDIT EXTEND BEYOND THE
EARLIER OF (X) THE FIFTH BUSINESS DAY PRECEDING THE TERMINATION DATE AND (Y) THE
DATE 364 DAYS FROM THE DATE OF ISSUANCE FOLLOWING THE DATE OF SUCH ISSUANCE,
UNLESS THE ADMINISTRATIVE AGENT HAS APPROVED SUCH EXPIRY DATE IN WRITING (BUT
NEVER BEYOND THE FIFTH BUSINESS DAY PRIOR TO THE TERMINATION DATE), PROVIDED,
HOWEVER, THAT EACH LETTER OF CREDIT MAY BE AUTOMATICALLY EXTENDIBLE FOR PERIODS
OF UP TO ONE YEAR (BUT NEVER BEYOND THE FIFTH BUSINESS DAY PRECEDING THE
TERMINATION DATE) SO LONG AS SUCH LETTER OF CREDIT PROVIDES THAT THE LENDERS
RETAIN AN OPTION SATISFACTORY TO THE LENDERS TO REFUSE TO EXTEND SUCH LETTER OF
CREDIT PRIOR TO SUCH AUTOMATIC EXTENSION.
EACH LETTER OF CREDIT SHALL BE DENOMINATED IN DOLLARS AND SHALL BE EITHER (A) A
STANDBY LETTER OF CREDIT OR (B) A COMMERCIAL LETTER OF CREDIT.
THE FOLLOWING ADDITIONAL PROVISIONS SHALL APPLY TO EACH LETTER OF CREDIT:
(I)
THE AMOUNT AND EXTENT OF EACH LETTER OF CREDIT AND THE TERMS AND
CONDITIONS THEREOF AND OF ANY DRAFTS OR ACCEPTANCES THEREUNDER, SHALL IN ALL
RESPECTS BE DETERMINED SOLELY BY OR WITH THE CONSENT OF THE ADMINISTRATIVE AGENT
(WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD) AND SHALL BE SUBJECT TO
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CHANGE, MODIFICATION AND REVISION BY THE ADMINISTRATIVE AGENT, AT ANY TIME AND
FROM TIME TO TIME.
(II)
EACH BORROWER HEREBY JOINTLY, SEVERALLY AND UNCONDITIONALLY AGREES
TO PAY AND REIMBURSE THE ADMINISTRATIVE AGENT ON DEMAND FOR THE AMOUNT OF EACH
PAYMENT MADE BY THE ADMINISTRATIVE AGENT TO THE ISSUING BANK OR OTHERWISE
CONSTITUTING A REIMBURSEMENT OBLIGATION, TOGETHER WITH INTEREST THEREON AT THE
LIBOR RATE FROM THE DATE PAYMENT WAS MADE TO THE DATE ON WHICH PAYMENT IS
DEMANDED BY THE ADMINISTRATIVE AGENT. ANY SUCH PAYMENT DUE FROM THE BORROWERS
AND NOT PAID ON THE REQUIRED DATE SHALL BEAR INTEREST AT RATES SPECIFIED IN
SECTION 5.1(D). THE ADMINISTRATIVE AGENT IS HEREBY AUTHORIZED, BUT SHALL NOT BE
OBLIGATED, TO MAKE ANY SUCH PAYMENT TO ITSELF ON BEHALF OF THE BORROWERS IN
WHOLE OR IN PART BY MAKING A REVOLVING CREDIT LOAN OR BY OTHERWISE CHARGING THE
ACCOUNT OF A BORROWER.
(III)
THE REQUESTING BORROWER SHALL PAY TO THE ADMINISTRATIVE AGENT FOR
THE BENEFIT OF THE LENDERS, WITH RESPECT TO EACH LETTER OF CREDIT ISSUED FOR THE
ACCOUNT OF SUCH BORROWER, LETTER OF CREDIT COMMISSIONS IN AN AMOUNT EQUAL TO THE
PRODUCT