RATA SHARE OF EACH BORROWING ON THE PROPOSED DATE THEREOF BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS BY 11:00 A.M., LOCAL TIME, TO THE
ACCOUNT OF THE APPLICABLE ADMINISTRATIVE AGENT MOST RECENTLY DESIGNATED BY IT
FOR SUCH PURPOSE BY NOTICE TO THE LENDERS.
THE APPLICABLE ADMINISTRATIVE AGENT
WILL MAKE SUCH LOANS AVAILABLE TO THE APPLICABLE BORROWER BY PROMPTLY CREDITING
THE AMOUNTS SO RECEIVED, IN LIKE FUNDS, TO AN ACCOUNT OF SUCH BORROWER
DESIGNATED BY SUCH BORROWER IN THE APPLICABLE NOTICE OF BORROWING.
2.3.
USE OF PROCEEDS OF LOANS.
THE PROCEEDS OF THE LOANS TO EACH BORROWER
SHALL BE UTILIZED SOLELY FOR GENERAL CORPORATE PURPOSES IN THE ORDINARY COURSE
OF BUSINESS, INCLUDING TO REFINANCE MATURING COMMERCIAL PAPER AND TO FINANCE
ACQUISITIONS NOT PROHIBITED HEREBY.
SECTION 3.
AMOUNT AND TERMS OF LETTER OF CREDIT SUBFACILITY
3.1.
L/C COMMITMENT.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, EACH
ISSUING BANK, IN RELIANCE ON THE AGREEMENTS OF THE OTHER US/UK LENDERS SET FORTH
IN
32
SUBSECTION 3.4(A), AGREES TO ISSUE ANY LETTERS OF CREDIT REQUESTED TO BE ISSUED
BY IT FOR THE ACCOUNT OF EITHER ACCOUNT PARTY ON ANY BUSINESS DAY DURING THE
COMMITMENT PERIOD IN SUCH FORM AS MAY BE APPROVED FROM TIME TO TIME BY SUCH
ISSUING BANK; PROVIDED THAT SUCH ISSUING BANK SHALL NOT ISSUE ANY LETTER OF
CREDIT IF, AFTER GIVING EFFECT TO SUCH ISSUANCE, SUCH ISSUING BANK HAS ACTUAL
KNOWLEDGE THAT (I) THE L/C OBLIGATIONS WOULD EXCEED THE L/C COMMITMENT OR (II)
THE TOTAL US/UK EXTENSIONS OF CREDIT WOULD EXCEED THE TOTAL US/UK COMMITMENTS.
(B)
EACH LETTER OF CREDIT SHALL:
(I)
BE EITHER (1) A STANDBY LETTER OF CREDIT ISSUED TO SUPPORT OBLIGATIONS
OF AN ACCOUNT PARTY AND ITS SUBSIDIARIES, CONTINGENT OR OTHERWISE, FOR WHICH
LOANS WOULD BE AVAILABLE (A "STANDBY LETTER OF CREDIT"), OR (2) A COMMERCIAL
LETTER OF CREDIT ISSUED IN RESPECT OF THE PURCHASE OF GOODS OR SERVICES BY AN
ACCOUNT PARTY AND ITS SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS (A
"COMMERCIAL LETTER OF CREDIT");
(II)
BE DENOMINATED IN A US/UK COMMITTED CURRENCY; AND
(III)
EXPIRE NO LATER THAN THE EARLIER OF (1) ONE YEAR FOLLOWING THE DATE OF
ISSUANCE THEREOF AND (2) FIVE DAYS PRIOR TO THE TERMINATION DATE; PROVIDED THAT
ANY LETTER OF CREDIT MAY PROVIDE FOR RENEWAL THEREOF FOR ADDITIONAL ONE-YEAR
PERIODS ON AN "EVERGREEN" BASIS (BUT NOT, IN ANY EVENT, BEYOND THE DATE REFERRED
TO IN CLAUSE (2) ABOVE).
(C)
NO ISSUING BANK SHALL AT ANY TIME BE OBLIGATED TO ISSUE ANY LETTER OF
CREDIT HEREUNDER IF SUCH ISSUANCE WOULD CONFLICT WITH, OR CAUSE SUCH ISSUING
BANK OR ANY L/C PARTICIPANT TO EXCEED ANY LIMITS IMPOSED BY, ANY APPLICABLE
REQUIREMENT OF LAW.
3.2.
PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT.
EITHER ACCOUNT PARTY MAY
FROM TIME TO TIME GIVE NOTICE TO THE GENERAL ADMINISTRATIVE AGENT THAT SUCH
ACCOUNT PARTY OR ANY SUBSIDIARY DESIRES TO HAVE A LETTER OF CREDIT ISSUED FOR
ITS ACCOUNT AND SPECIFYING THE PROPOSED ISSUING BANK WITH RESPECT TO SUCH LETTER
OF CREDIT.
IN THE EVENT THAT