THE EARLIER OF 364 DAYS AFTER THE DATE OF ISSUANCE AND THE
TERMINATION DATE; PROVIDED THAT, AT ANY TIME, PERFORMANCE LETTERS OF CREDIT MAY
BE ISSUED THAT EXPIRE AFTER THE TERMINATION DATE BUT NO LATER THAN THE EARLIER
OF 364 DAYS AFTER ISSUANCE AND SIX MONTHS AFTER THE TERMINATION DATE THEN IN
EFFECT IF SUCH LETTERS OF CREDIT ARE CASH COLLATERALIZED NO LATER THAN TWENTY
(20) DAYS PRIOR TO THE TERMINATION DATE IN AN AMOUNT EQUAL TO 103% OF THE
UNDRAWN FACE AMOUNT OF EACH SUCH LETTER OF CREDIT; PROVIDED FURTHER THAT,
PERFORMANCE LETTERS OF CREDIT MAY ONLY BE ISSUED IN AN AMOUNT THAT DOES NOT
EXCEED AN AMOUNT EQUAL TO (A) THE 364-DAY LETTERS OF CREDIT SUB-LIMIT MINUS
(B) THE SUM OF THE THEN ALREADY OUTSTANDING L/C OBLIGATIONS IN RESPECT OF
(I) 364-DAY TRADE SUB-LIMIT LETTERS OF CREDIT AND (II) PERFORMANCE LETTERS OF
CREDIT.
(D)
AT ANY TIME, THE AGGREGATE UNDRAWN FACE AMOUNT OF OUTSTANDING
LETTERS OF CREDIT WHICH EXPIRE FOLLOWING THE TERMINATION DATE SHALL NOT EXCEED
$25,000,000.
(E)
THE OBLIGATIONS OF THE L/C PARTICIPANTS TO PURCHASE PARTICIPATIONS
IN THE OBLIGATIONS OF THE ISSUING LENDERS UNDER OUTSTANDING LETTERS OF CREDIT
PURSUANT TO SECTION 3.4 SHALL SURVIVE THE TERMINATION DATE WITH RESPECT TO
LETTERS OF CREDIT WHICH HAVE BEEN CASH COLLATERALIZED PURSUANT TO SECTION 3.1
UNTIL THE EARLIEST OF (I) THE EXPIRATION DATE FOR SUCH LETTERS OF CREDIT,
(II) THE DATE THE ENTIRE AMOUNT AVAILABLE UNDER SUCH LETTERS OF CREDIT ARE DRAWN
AND SUCH DRAWINGS ARE REPAID, AND (III) THE DATE THAT IS SIX (6) MONTHS AFTER
THE TERMINATION DATE; PROVIDED THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS
SECTION 3.1(E), WITH RESPECT TO ANY LETTER OF CREDIT HAVING AN EXPIRATION DATE
FOLLOWING THE TERMINATION DATE (SUCH A LETTER OF CREDIT, A "POST-TERMINATION
LOC"), IN NO EVENT SHALL THE OBLIGATIONS OF THE L/C PARTICIPANTS TO PURCHASE
PARTICIPATIONS IN THE OBLIGATIONS OF AN ISSUING LENDER UNDER A POST-TERMINATION
LOC PURSUANT TO SECTION 3.4 EXPIRE OR TERMINATE PRIOR TO THE BUSINESS DAY
FOLLOWING THE EXPIRATION, CANCELLATION OR TERMINATION OF THE LAST REMAINING
OUTSTANDING POST-TERMINATION LOC.
(F)
FROM TIME-TO-TIME, EACH BORROWER MAY CASH COLLATERALIZE ANY
LETTER OF CREDIT ISSUED FOR ITS ACCOUNT IN AN AMOUNT EQUAL TO THE UNDRAWN FACE
AMOUNT OF SUCH LETTER OF CREDIT.
CASH COLLATERALIZED AMOUNTS WITH RESPECT TO A
LETTER OF CREDIT SHALL BE APPLIED BY THE COLLATERAL AGENT TO THE PAYMENT OF
DRAFTS DRAWN UNDER SUCH LETTER OF CREDIT.
AFTER SUCH LETTER OF CREDIT SHALL
HAVE EXPIRED OR BEEN FULLY DRAWN UPON AND ALL REIMBURSEMENT OBLIGATIONS WITH
RESPECT TO SUCH LETTER OF CREDIT SHALL HAVE BEEN SATISFIED, THE BALANCE, IF ANY,
IN SUCH CASH COLLATERAL ACCOUNT SHALL BE RETURNED TO SUCH BORROWER.
(G)
EACH LETTER OF CREDIT SHALL BE SUBJECT TO THE INTERNATIONAL
STANDBY PRACTICES ("ISP98") INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION
NO. 590 OR UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS NO. 600 ("UCP
600"), AS APPLICABLE, AND TO THE EXTENT NOT INCONSISTENT WITH ISP 98 OR UCP 600,
THE LAWS OF THE STATE OF NEW YORK.
3.2
Procedure