WILL REVIEW THIS
AGREEMENT ON AN ANNUAL BASIS BEGINNING SEPTEMBER 2006 TO DETERMINE WHETHER THEY
WISH TO EXTEND THE FACILITIES FOR THE PERIOD OF ONE ADDITIONAL YEAR AND WILL
NOTIFY THE OBLIGOR NO LATER THAN SEPTEMBER 30 OF EACH YEAR OF THEIR DECISION AS
TO WHETHER OR NOT TO:
(A)
EXTEND THE FACILITY A AVAILABILITY PERIOD BY ONE YEAR SO
THAT THE FACILITY A LETTERS OF CREDIT WILL BE AVAILABLE DURING THE SUBSEQUENT
LLOYD'S UNDERWRITING YEAR;
(B)
EXTEND THE FACILITY B AVAILABILITY PERIOD BY ONE YEAR;
AND
(C)
EXTEND THE FACILITY TERMINATION DATE BY ONE YEAR.
Notification of any decision to extend the Facilities in accordance with the
terms above shall be deemed an automatic extension of such Facilities under the
terms and conditions set forth herein without further amendment to this
Agreement.
Any decision regarding the annual extension of the Facilities is in
the sole and absolute discretion of the Agent and the Issuer acting jointly and
they are under no obligation to provide such extension to the Obligor.
2.1.4
UPON THE TERMINATION OF THE COMMITMENTS, IF NO
LETTERS OF CREDIT ARE OUTSTANDING OR SUCH LETTERS OF CREDIT ARE EITHER
(I) COLLATERALIZED IN A MANNER SATISFACTORY TO THE AGENT BY CASH AND/OR CASH
EQUIVALENTS EQUAL TO NOT LESS THAN 100% OR 110%, AS APPLICABLE, OF THE AMOUNTS
OUTSTANDING OR AVAILABLE FOR DRAWING IN A MANNER SATISFACTORY TO THE AGENT OR
(II) SUPPORTED BY BACK-TO-BACK LETTERS OF CREDIT THE TERMS, CONDITIONS AND
ISSUER OF WHICH ARE SATISFACTORY TO THE AGENT, AND IF THE PRINCIPAL OF AND
INTEREST ON EACH DRAWING REMAINING UNPAID PURSUANT TO THE TERMS OF REIMBURSEMENT
SET FORTH IN SUB-CLAUSE 2.2.1 (REIMBURSEMENT; ISSUER'S RESPONSIBILITY) AND ALL
FEES PAYABLE HEREUNDER SHALL HAVE BEEN PAID IN FULL, THE AGENT AGREES TO USE ITS
BEST ENDEAVORS TO REVIEW THE SUSPENSION OF CERTAIN COVENANTS AND EVENTS OF
DEFAULT WHILE CASH DEPOSITS AND/OR CASH EQUIVALENTS IN THE CUSTODIAN ACCOUNT
EXCEED THE FACE AMOUNT OF OUTSTANDING LETTERS OF CREDIT OR SUCH LETTERS OF
CREDIT ARE SUPPORTED BY BACK-TO-BACK LETTERS OF CREDIT FROM BANKING INSTITUTIONS
ACCEPTABLE TO THE AGENT ON TERMS AND CONDITIONS OF WHICH ARE ACCEPTABLE TO THE
AGENT.
14
2.2
REIMBURSEMENT; ISSUER'S RESPONSIBILITY
2.2.1
THE ISSUER SHALL NOTIFY THE OBLIGOR OF A
DRAWING UNDER ANY LETTER OF CREDIT ISSUED AT THE REQUEST OF THE OBLIGOR ON OR
PRIOR TO THE DATE OF PAYMENT OF SUCH DRAWING BY CONTACTING THE OBLIGOR
TELEPHONICALLY.
REIMBURSEMENT BY THE OBLIGOR OF THE AMOUNT OF EACH SUCH DRAWING
IS DUE AND PAYABLE IN FULL (I) ON THE SAME DAY THAT THE ISSUER HONORS SUCH
DRAWING, IF THE FOREGOING NOTICE IS RECEIVED BEFORE 1:00 P.M. (LONDON TIME) ON
OR BEFORE THE DATE OF SUCH DRAWING OR (II) ON THE BUSINESS DAY IMMEDIATELY
FOLLOWING THE DATE OF SUCH DRAWING, IF THE FOREGOING NOTICE IS RECEIVED AFTER
1:00 P.M. (LONDON TIME) ON THE DATE OF SUCH DRAWING, AND THE OBLIGOR ABSOLUTELY
AND UNCONDITIONALLY AGREES TO PAY OR CAUSE TO BE PAID TO THE ISSUER, ON SUCH
DATE, WITHOUT DEMAND, THE AMOUNT