SHALL SPECIFY FROM TIME TO TIME (WHICH SHALL
BE REASONABLY SATISFACTORY TO THE ISSUING LENDER); AND
(II)
COMMERCIAL LETTERS OF CREDIT IN THE FORM OF THE ISSUING LENDER'S
STANDARD COMMERCIAL LETTERS OF CREDIT ("COMMERCIAL LETTERS OF CREDIT") IN FAVOR
OF SELLERS OF GOODS OR SERVICES TO THE BORROWER OR ITS SUBSIDIARIES (THE STANDBY
LETTERS OF CREDIT AND COMMERCIAL LETTERS OF CREDIT BEING REFERRED TO
COLLECTIVELY AS THE "LETTERS OF CREDIT", IT BEING UNDERSTOOD THAT EXISTING
LETTERS OF CREDIT SHALL BE DEEMED TO BE "LETTERS OF CREDIT" FOR ALL PURPOSES
UNDER THE LOAN DOCUMENTS);
provided that on the date of the issuance of any Letter of Credit, and after
giving effect to such issuance, the Aggregate Revolving Credit Outstanding of
all Lenders does not exceed the Aggregate Revolving Credit Commitments at such
time.
Each Standby Letter of Credit shall (i) have an expiry date no later than
one year from the date of issuance thereof or, if earlier, five Business
27
Days prior to the Revolving Credit Termination Date, (ii) be denominated in U.S.
Dollars and (iii) be in a minimum face amount of $100,000.
Each Commercial
Letter of Credit shall (i) provide for the payment of sight drafts when
presented for honor thereunder, or of time drafts, in each case in accordance
with the terms thereof and when accompanied by the documents described or when
such documents are presented, as the case may be, (ii) be denominated in U.S.
Dollars and (iii) have an expiry date no later than six months from the date of
issuance thereof or, if earlier, five Business Days prior to the Revolving
Credit Termination Date.
Upon the issuance of any Letter of Credit, the
Administrative Agent shall promptly notify each Lender thereof.
3.2.
PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT.
THE BORROWER MAY
FROM TIME TO TIME REQUEST, UPON AT LEAST THREE BUSINESS DAYS' NOTICE, THE
ISSUING LENDER TO ISSUE A LETTER OF CREDIT BY DELIVERING TO THE ISSUING LENDER
AT ITS ADDRESS SPECIFIED IN SUBSECTION 11.2 A LETTER OF CREDIT APPLICATION,
COMPLETED TO THE REASONABLE SATISFACTION OF SUCH ISSUING LENDER, TOGETHER WITH
SUCH OTHER CERTIFICATES, DOCUMENTS AND OTHER PAPERS AND INFORMATION AS SUCH
ISSUING LENDER MAY REASONABLY REQUEST.
UPON RECEIPT OF ANY LETTER OF CREDIT
APPLICATION, THE ISSUING LENDER WILL PROCESS SUCH LETTER OF CREDIT APPLICATION,
AND THE OTHER CERTIFICATES, DOCUMENTS AND OTHER PAPERS DELIVERED IN CONNECTION
THEREWITH, IN ACCORDANCE WITH ITS CUSTOMARY PROCEDURES AND SHALL PROMPTLY ISSUE
SUCH LETTER OF CREDIT (BUT IN NO EVENT EARLIER THAN THREE BUSINESS DAYS AFTER
RECEIPT BY THE ISSUING LENDER OF THE LETTER OF CREDIT APPLICATION RELATING
THERETO) BY ISSUING THE ORIGINAL OF SUCH LETTER OF CREDIT TO THE BENEFICIARY
THEREOF AND BY FURNISHING A COPY THEREOF TO THE BORROWER.
PRIOR TO THE ISSUANCE
OF ANY LETTER OF CREDIT, THE ISSUING LENDER WILL CONFIRM WITH THE ADMINISTRATIVE
AGENT THAT THE ISSUANCE OF SUCH LETTER OF CREDIT IS PERMITTED PURSUANT TO
SECTION 3 AND SUBSECTION 6.2.
ADDITIONALLY, THE ISSUING LENDER AND THE BORROWER
SHALL INFORM THE ADMINISTRATIVE