AND CONDITIONS OF THIS AGREEMENT SHALL CONTROL; PROVIDED, HOWEVER, IF THE
ISSUING BANK IS REQUESTED TO ISSUE LETTERS OF CREDIT WITH RESPECT TO A
JURISDICTION THE ISSUING BANK DEEMS, IN ITS REASONABLE JUDGMENT, MAY AT ANY TIME
SUBJECT IT TO A NEW MONEY CREDIT EVENT OR A COUNTRY RISK EVENT, THE COMPANY
SHALL, AT THE REQUEST OF THE ISSUING BANK, GUARANTY AND INDEMNIFY THE ISSUING
BANK AGAINST ANY AND ALL COSTS, LIABILITIES AND LOSSES RESULTING FROM SUCH NEW
MONEY CREDIT EVENT OR COUNTRY RISK EVENT, IN EACH CASE IN A FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ISSUING BANK.
(B)
NOTICE OF ISSUANCE, AMENDMENT, RENEWAL, EXTENSION; CERTAIN CONDITIONS.
TO
REQUEST THE ISSUANCE OF A LETTER OF CREDIT (OR THE AMENDMENT, RENEWAL OR
EXTENSION OF AN OUTSTANDING LETTER OF CREDIT), THE COMPANY SHALL HAND DELIVER OR
TELECOPY (OR TRANSMIT BY ELECTRONIC COMMUNICATION, IF ARRANGEMENTS FOR DOING SO
HAVE BEEN APPROVED BY THE ISSUING BANK) TO THE ISSUING BANK AND THE
ADMINISTRATIVE AGENT (REASONABLY IN ADVANCE OF THE REQUESTED DATE OF ISSUANCE,
AMENDMENT, RENEWAL OR EXTENSION) A NOTICE REQUESTING THE ISSUANCE OF A LETTER OF
CREDIT, OR IDENTIFYING THE LETTER OF CREDIT TO BE AMENDED, RENEWED OR EXTENDED,
AND SPECIFYING THE DATE OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION (WHICH
SHALL BE A BUSINESS DAY), THE DATE ON WHICH SUCH LETTER OF CREDIT IS TO EXPIRE
(WHICH SHALL COMPLY WITH PARAGRAPH (C) OF THIS SECTION), THE AMOUNT OF SUCH
LETTER OF CREDIT, THE AGREED CURRENCY APPLICABLE THERETO, THE NAME AND ADDRESS
OF THE BENEFICIARY THEREOF AND SUCH OTHER INFORMATION AS SHALL BE NECESSARY TO
PREPARE, AMEND, RENEW OR EXTEND SUCH LETTER OF CREDIT.
IF REQUESTED BY THE
ISSUING BANK, THE COMPANY ALSO SHALL SUBMIT A LETTER OF CREDIT APPLICATION ON
THE ISSUING BANK'S STANDARD FORM IN CONNECTION WITH ANY REQUEST FOR A LETTER OF
CREDIT.
A LETTER OF CREDIT SHALL BE ISSUED, AMENDED, RENEWED OR EXTENDED ONLY
IF (AND UPON ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF EACH LETTER OF CREDIT
THE COMPANY SHALL BE DEEMED TO REPRESENT AND WARRANT THAT), AFTER GIVING EFFECT
TO SUCH ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION (I) THE DOLLAR AMOUNT OF THE
LC EXPOSURE SHALL NOT EXCEED $75,000,000 AND (II) SUBJECT TO SECTION 2.04, THE
SUM OF THE DOLLAR AMOUNT OF THE TOTAL REVOLVING CREDIT EXPOSURES SHALL NOT
EXCEED THE TOTAL REVOLVING COMMITMENTS.
(C)
EXPIRATION DATE.
EACH LETTER OF CREDIT SHALL EXPIRE AT OR PRIOR TO THE
CLOSE OF BUSINESS ON THE EARLIER OF (I) THE DATE ONE YEAR AFTER THE DATE OF THE
ISSUANCE OF SUCH LETTER OF CREDIT (OR, IN THE CASE OF ANY RENEWAL OR EXTENSION
THEREOF, ONE YEAR AFTER SUCH RENEWAL OR EXTENSION) AND (II) THE DATE THAT IS
FIVE (5) BUSINESS DAYS PRIOR TO THE MATURITY DATE, PROVIDED, HOWEVER, THAT A
LETTER OF CREDIT MAY, UPON THE REQUEST OF THE COMPANY, INCLUDE A PROVISION
WHEREBY SUCH LETTER OF CREDIT SHALL BE RENEWED AUTOMATICALLY FOR ADDITIONAL
CONSECUTIVE PERIODS OF ONE YEAR OR LESS (BUT NOT BEYOND THE DATE THAT IS FIVE
BUSINESS DAYS PRIOR TO