OF ANY ADVANCES
(INCLUDING ANY CASH MANAGEMENT SERVICES), MINUS (III) THE AMOUNT OF ALL LETTERS
OF CREDIT (INCLUDING DRAWN BUT UNREIMBURSED LETTERS OF CREDIT), PLUS AN AMOUNT
EQUAL TO ANY LETTER OF CREDIT RESERVES.
THE FACE AMOUNT OF OUTSTANDING LETTERS
OF CREDIT (INCLUDING DRAWN BUT UNREIMBURSED LETTERS OF CREDIT AND ANY LETTER OF
CREDIT RESERVE) ISSUED UNDER THIS AGREEMENT MAY NOT EXCEED $15,000,000.00.
EACH
LETTER OF CREDIT SHALL HAVE AN EXPIRY DATE
NO LATER THAN 364 DAYS AFTER THE
REVOLVING MATURITY DATE PROVIDED BORROWER'S LETTER OF CREDIT REIMBURSEMENT
1
OBLIGATION SHALL BE SECURED BY CASH ON TERMS REASONABLY ACCEPTABLE TO BANK ON
AND AFTER (I) THE REVOLVING MATURITY DATE IF THE TERM OF THIS AGREEMENT IS NOT
EXTENDED BY BANK, OR (II) THE OCCURRENCE OF AN EVENT OF DEFAULT HEREUNDER.
ALL
LETTERS OF CREDIT SHALL BE, IN FORM AND SUBSTANCE, ACCEPTABLE TO BANK IN ITS
SOLE DISCRETION AND SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF BANK'S FORM
OF STANDARD APPLICATION AND LETTER OF CREDIT AGREEMENT.
BORROWER AGREES TO
EXECUTE ANY FURTHER DOCUMENTATION IN CONNECTION WITH THE LETTERS OF CREDIT AS
BANK MAY REASONABLY REQUEST.
(B)
THE OBLIGATION OF BORROWER TO IMMEDIATELY REIMBURSE BANK FOR
DRAWINGS MADE UNDER LETTERS OF CREDIT SHALL BE ABSOLUTE, UNCONDITIONAL AND
IRREVOCABLE, AND SHALL BE PERFORMED STRICTLY IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT AND SUCH LETTERS OF CREDIT, UNDER ALL CIRCUMSTANCES WHATSOEVER.
BORROWER SHALL INDEMNIFY, DEFEND, PROTECT,
AND HOLD BANK HARMLESS FROM ANY
LOSS, COST, EXPENSE OR LIABILITY, INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES, ARISING OUT OF OR IN CONNECTION WITH ANY LETTERS OF CREDIT.
(C)
BORROWER MAY REQUEST THAT BANK ISSUE A LETTER OF CREDIT PAYABLE IN
A CURRENCY OTHER THAN UNITED STATES DOLLARS.
IF A DEMAND FOR PAYMENT IS MADE
UNDER ANY SUCH LETTER OF CREDIT, BANK SHALL TREAT SUCH DEMAND AS AN ADVANCE TO
BORROWER OF THE EQUIVALENT OF THE AMOUNT THEREOF (PLUS CABLE CHARGES) IN
UNITED STATES CURRENCY AT THE THEN PREVAILING RATE OF EXCHANGE IN SAN FRANCISCO,
CALIFORNIA, FOR SALES OF THAT OTHER CURRENCY FOR CABLE TRANSFER TO THE COUNTRY
OF WHICH IT IS THE CURRENCY.
(D)
UPON THE ISSUANCE OF ANY LETTER OF CREDIT PAYABLE IN A CURRENCY
OTHER THAN UNITED STATES DOLLARS, BANK SHALL CREATE A RESERVE (THE "LETTER OF
CREDIT RESERVE") UNDER THE COMMITTED REVOLVING LINE FOR LETTERS OF CREDIT
AGAINST FLUCTUATIONS IN CURRENCY EXCHANGE RATES, IN AN AMOUNT EQUAL TO TEN
PERCENT (10%) OF THE FACE AMOUNT OF SUCH LETTER OF CREDIT.
THE AMOUNT OF SUCH
RESERVE MAY BE AMENDED BY BANK FROM TIME TO TIME TO ACCOUNT FOR FLUCTUATIONS IN
THE EXCHANGE RATE.
THE AVAILABILITY OF FUNDS UNDER THE COMMITTED REVOLVING LINE
SHALL BE REDUCED BY THE AMOUNT OF SUCH RESERVE FOR SO LONG AS SUCH LETTER OF
CREDIT REMAINS OUTSTANDING.
2.1.3
­FOREIGN EXCHANGE SUBLIMIT. IF THERE IS AVAILABILITY UNDER THE
COMMITTED REVOLVING LINE AND THE BORROWING BASE, THEN BORROWER MAY ENTER INTO
FOREIGN EXCHANGE FORWARD CONTRACTS AND OPTIONS WITH THE BANK UNDER WHICH
BORROWER COMMITS TO PURCHASE FROM OR SELL