LETTER OF CREDIT IN
THE REQUESTED ALTERNATIVE CURRENCY, WHICH CONFIRMATION SHALL BE PROMPTLY
FORWARDED BY THE ADMINISTRATIVE AGENT TO THE BORROWER.
IF SUCH ISSUING LENDER
SHALL NOT HAVE SO PROVIDED TO THE ADMINISTRATIVE AGENT SUCH CONFIRMATION, THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE BORROWER THAT SUCH ISSUING LENDER
HAS NOT PROVIDED SUCH CONFIRMATION, AND THE BORROWER'S REQUEST FOR SUCH LETTER
OF CREDIT IN SUCH ALTERNATIVE CURRENCY SHALL BE DEEMED TO HAVE BEEN THEREUPON
WITHDRAWN BY THE BORROWER.
SECTION 3.3.
LETTER OF CREDIT FEE.
THE BORROWER AGREES TO PAY TO THE
ADMINISTRATIVE AGENT (A) RATABLY FOR THE ACCOUNT OF EACH LENDER, A LETTER OF
CREDIT FEE FOR THE TERM OF SUCH LETTER OF CREDIT AT THE RATE EQUAL TO THE
AGGREGATE FACE AMOUNT OUTSTANDING OF SUCH LETTER OF CREDIT MULTIPLIED BY (I) IN
THE CASE OF PERFORMANCE LETTERS OF CREDIT, SUBJECT TO SECTION 2.10(C), THE THEN
APPLICABLE PERFORMANCE LETTER OF CREDIT FEE PERCENTAGE AND (II) IN THE CASE OF
FINANCIAL LETTERS OF CREDIT, THE THEN APPLICABLE FINANCIAL LETTER OF CREDIT FEE
PERCENTAGE, AND (B) FOR THE APPLICABLE ISSUING LENDER'S OWN ACCOUNT (IN ADDITION
TO ITS REVOLVING CREDIT PERCENTAGE OF THE FEE PAYABLE TO IT AS A LENDER, IN
ACCORDANCE WITH CLAUSE (A) ABOVE), A LETTER OF CREDIT FEE FOR THE TERM OF SUCH
LETTER OF CREDIT OF 0.125 OF 1% PER ANNUM (OR SUCH LOWER AMOUNT IF AGREED TO BY
THE APPLICABLE ISSUING LENDER) BASED UPON THE AGGREGATE FACE AMOUNT OUTSTANDING
OF EACH SUCH LETTER OF CREDIT AND THE APPLICABLE ISSUING LENDER'S CUSTOMARY
PROCESSING FEES FOR THE ISSUANCE, AMENDMENT OR RENEWAL OF THE LETTER OF CREDIT.
THE FEE FOR ANY LETTER OF CREDIT ISSUED BY ANY ISSUING LENDER HEREUNDER, AS
DETERMINED IN ACCORDANCE WITH CLAUSES (A) AND (B) ABOVE (THE
26
"LETTER OF CREDIT FEE"), SHALL BE PAYABLE QUARTERLY IN ARREARS ON THE LAST DAY
OF EACH FISCAL QUARTER, ON THE REVOLVING COMMITMENT TERMINATION DATE AND ON THE
EARLIEST OF THE CANCELLATION, EXPIRATION OR RETURN OF SUCH LETTER OF CREDIT TO
THE APPLICABLE ISSUING LENDER; PROVIDED THAT IF ANY LETTER OF CREDIT IS CANCELED
AND/OR RETURNED TO THE APPLICABLE ISSUING LENDER PRIOR TO THE EXPIRATION
THEREOF, THE BORROWER SHALL FROM TIME TO TIME, UPON DEMAND BY SUCH ISSUING
LENDER AND/OR ANY LENDER THEREFOR, IMMEDIATELY PAY TO SUCH ISSUING LENDER AND/OR
SUCH LENDER ADDITIONAL AMOUNTS SUFFICIENT TO COMPENSATE IT FOR ITS EXPENSES NOT
COVERED BY A PREVIOUSLY RECEIVED LETTER OF CREDIT FEE.
A CERTIFICATE AS TO THE
AMOUNT OF SUCH EXPENSES SUBMITTED TO THE BORROWER AND THE ADMINISTRATIVE AGENT
BY SUCH ISSUING LENDER AND/OR SUCH LENDER, SHOWING IN REASONABLE DETAIL THE
CALCULATION THEREOF, SHALL BE PRESUMPTIVE EVIDENCE OF SUCH AMOUNT.
SECTION 3.4.
OBLIGATIONS OF THE LENDERS TO AN ISSUING LENDER UNDER A LETTER OF
CREDIT.
EACH ISSUING LENDER WILL NOTIFY THE BORROWER AND THE ADMINISTRATIVE
AGENT, AND THE ADMINISTRATIVE AGENT WILL THEREUPON NOTIFY EACH OTHER LENDER,
PROMPTLY UPON PRESENTATION TO IT OF A DRAFT FOR PAYMENT DRAWN UNDER, OR
PURPORTING TO BE DRAWN UNDER, A LETTER OF CREDIT ISSUED BY IT;