requested by such Lender, by a promissory note executed by Borrower (a "Note")
in an original principal amount equal to such Lender's Pro Rata Share of the
Revolving Loan Commitment.
SECTION 2.9
LETTERS OF CREDIT AND LETTER OF CREDIT FEES.
(A)
LETTER OF CREDIT.
ON THE TERMS AND SUBJECT TO THE CONDITIONS SET
FORTH HEREIN, THE REVOLVING LOAN COMMITMENT MAY BE USED BY BORROWER, IN ADDITION
TO THE MAKING OF REVOLVING LOANS HEREUNDER, PRIOR TO THE TERMINATION DATE, (X)
BY ANY LENDER SPECIFIED HEREIN AS AN LC ISSUER TO ISSUE OR INCREASE THE AMOUNT
OF, OR EXTEND THE EXPIRY DATE OF, ONE OR MORE LENDER LETTERS OF CREDIT OR (Y) BY
ADMINISTRATIVE AGENT FOR THE ISSUANCE OF LETTERS OF CREDIT, GUARANTEES OR OTHER
AGREEMENTS OR ARRANGEMENTS (EACH, A "SUPPORT AGREEMENT") TO INDUCE AN LC ISSUER,
OTHER THAN SUCH A LENDER, TO ISSUE OR INCREASE THE AMOUNT OF, OR EXTEND THE
EXPIRY DATE OF, ONE OR MORE LETTERS OF CREDIT, SO LONG AS, IN EACH CASE:
29
(I)
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A NOTICE OF LC CREDIT
EVENT AT LEAST TWO (2) BUSINESS DAYS BEFORE THE RELEVANT DATE OF ISSUANCE,
INCREASE OR EXTENSION; AND
(II)
AFTER GIVING EFFECT TO SUCH ISSUANCE, INCREASE OR EXTENSION, (A)
THE AGGREGATE LETTER OF CREDIT LIABILITIES DOES NOT EXCEED 25% OF THE SUM OF (I)
EFFECTIVE BORROWING BASE PLUS (II) DURING THE OVERADVANCE PERIOD, THE
OVERADVANCE AMOUNT, AND (B) THE REVOLVING LOAN OUTSTANDINGS DO NOT EXCEED THE
REVOLVING LOAN LIMIT.
Nothing in this Agreement shall be construed to obligate any Lender to issue,
increase the amount of or extend the expiry date of any letter of credit, which
act or acts, if any, shall be subject to agreements to be entered into from time
to time between Borrower and such Lender.
Each Lender that is an LC Issuer
hereby agrees to give Administrative Agent prompt written notice of each
issuance of a Lender Letter of Credit by such Lender and each payment made by
such Lender in respect of Lender Letters of Credit issued by such Lender.
(B)
LETTER OF CREDIT FEE.
BORROWER SHALL PAY TO ADMINISTRATIVE AGENT,
FOR THE BENEFIT OF LENDERS, A LETTER OF CREDIT FEE WITH RESPECT TO THE LETTER OF
CREDIT LIABILITIES FOR EACH LETTER OF CREDIT, COMPUTED FOR EACH DAY FROM THE
DATE OF ISSUANCE OF SUCH LETTER OF CREDIT TO THE DATE THAT IS THE LAST DAY A
DRAWING IS AVAILABLE UNDER SUCH LETTER OF CREDIT, AT A RATE PER ANNUM EQUAL TO
THE LIBOR MARGIN THEN APPLICABLE TO REVOLVING LOANS.
SUCH FEE SHALL BE PAYABLE
IN ARREARS ON THE LAST DAY OF EACH CALENDAR QUARTER PRIOR TO THE TERMINATION
DATE AND ON SUCH DATE.
IN ADDITION, BORROWER AGREES TO PAY TO LC ISSUER,
QUARTERLY IN ARREARS, A FRONTING FEE IN CONNECTION WITH ANY LETTER OF CREDIT
EQUAL TO 0.125% PER ANNUM TIMES THE DAILY MAXIMUM AMOUNT AVAILABLE TO BE DRAWN
ON SUCH LETTER OF CREDIT.
BORROWER ALSO AGREES TO PAY TO THE LC ISSUER SUCH
OTHER USUAL