OF CREDIT ISSUED TO SUPPORT
OBLIGATIONS OF ANY FOREIGN SUBSIDIARY SHALL BE DEEMED TO CONSTITUTE A CONTINGENT
OBLIGATION PURSUANT TO SECTION 8.04(K) AND SHALL ONLY BE PERMITTED TO BE ISSUED
IF IN ACCORDANCE WITH THE REQUIREMENTS OF SAID SECTION 8.04(K).
2.02
LETTER OF CREDIT REQUESTS; NOTICES OF ISSUANCE.
(A)
WHENEVER IT DESIRES
THAT A LETTER OF CREDIT BE ISSUED, THE BORROWER SHALL GIVE THE ADMINISTRATIVE
AGENT AND THE RESPECTIVE LETTER OF CREDIT ISSUER WRITTEN NOTICE THEREOF
(INCLUDING BY WAY OF FACSIMILE TRANSMISSION) SUBSTANTIALLY IN THE FORM OF
EXHIBIT C, APPROPRIATELY COMPLETED (EACH, A "LETTER OF CREDIT REQUEST"), PRIOR
TO 1:00 P.M. (NEW YORK TIME) AT LEAST TWO BUSINESS DAYS (OR SUCH SHORTER PERIOD
AS MAY BE ACCEPTABLE TO THE RESPECTIVE LETTER OF CREDIT ISSUER) PRIOR TO THE
PROPOSED DATE OF ISSUANCE (WHICH SHALL BE A BUSINESS DAY), WHICH LETTER OF
CREDIT REQUEST SHALL INCLUDE ANY OTHER DOCUMENTS THAT THE RESPECTIVE LETTER OF
CREDIT ISSUER CUSTOMARILY REQUIRES IN CONNECTION THEREWITH.
(B)
THE MAKING OF EACH LETTER OF CREDIT REQUEST
SHALL BE DEEMED TO BE A REPRESENTATION AND WARRANTY BY THE BORROWER TO THE
LENDERS THAT SUCH LETTER OF CREDIT MAY BE ISSUED IN ACCORDANCE WITH, AND WILL
NOT VIOLATE THE REQUIREMENTS OF, SECTION 2.01.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS SECTION 2, NO LETTER OF CREDIT ISSUER SHALL ISSUE ANY
LETTERS OF CREDIT AFTER IT HAS RECEIVED WRITTEN NOTICE FROM THE REQUIRED LENDERS
STATING THAT ONE OR MORE OF THE APPLICABLE CONDITIONS TO CREDIT EVENTS SPECIFIED
IN SECTION 5 ARE NOT THEN SATISFIED UNTIL SUCH TIME AS ALL SUCH CONDITIONS ARE
SATISFIED.
UPON THE ISSUANCE OF OR MODIFICATION OR AMENDMENT TO ANY STANDBY
LETTER OF CREDIT, THE RESPECTIVE LETTER OF CREDIT ISSUER SHALL PROMPTLY NOTIFY
THE BORROWER AND THE ADMINISTRATIVE AGENT, IN WRITING OF SUCH ISSUANCE,
MODIFICATION OR AMENDMENT AND SUCH NOTICE SHALL BE ACCOMPANIED BY A COPY OF SUCH
LETTER OF CREDIT OR THE RESPECTIVE MODIFICATION OR AMENDMENT THERETO, AS THE
CASE MAY BE.
PROMPTLY AFTER RECEIPT OF SUCH NOTICE THE ADMINISTRATIVE AGENT
SHALL NOTIFY THE PARTICIPANTS, IN WRITING, OF SUCH ISSUANCE, MODIFICATION OR
AMENDMENT.
ON THE FIRST BUSINESS DAY OF EACH WEEK, EACH LETTER OF CREDIT ISSUER
SHALL FURNISH THE ADMINISTRATIVE AGENT WITH A WRITTEN (INCLUDING VIA FACSIMILE)
REPORT OF THE DAILY AGGREGATE OUTSTANDINGS OF TRADE LETTERS OF CREDIT ISSUED BY
THE SUCH LETTER OF CREDIT ISSUER FOR THE IMMEDIATELY PRECEDING WEEK.
18
2.03
AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS.
(A)
THE BORROWER HEREBY
AGREES TO REIMBURSE EACH LETTER OF CREDIT ISSUER, BY MAKING PAYMENT TO THE
ADMINISTRATIVE AGENT AT THE PAYMENT OFFICE, FOR ANY PAYMENT OR DISBURSEMENT MADE
BY SUCH LETTER OF CREDIT ISSUER UNDER ANY LETTER OF CREDIT (EACH SUCH AMOUNT
(CALCULATED USING THE DOLLAR EQUIVALENT THEREOF IN THE CASE OF ANY PAYMENT OR
DISBURSEMENT MADE IN AN ALTERNATE CURRENCY) SO PAID OR DISBURSED UNTIL
REIMBURSED, WITH REVOLVING LOAN PROCEEDS OR OTHERWISE, AN "UNPAID DRAWING")
PROMPTLY AFTER, AND IN ANY EVENT WITHIN THREE BUSINESS DAYS AFTER THE DATE ON
WHICH, THE BORROWER IS