of Credit for
the account of the Euro Borrower or the account of any of its Subsidiaries, in a
form reasonably acceptable to the Euro Administrative Agent and the Euro Issuing
Lender, at any time and from time to time during the Availability Period. In the
event of any inconsistency between the terms and conditions of this Agreement
and the terms and conditions of any form of letter of credit application or
other agreement submitted by the Euro Borrower to, or entered into by the Euro
Borrower with, the Euro Issuing Lender relating to any Euro Letter of Credit,
the terms and conditions of this Agreement shall control.
(B)
NOTICE OF ISSUANCE, AMENDMENT, RENEWAL, EXTENSION; CERTAIN
CONDITIONS. TO REQUEST THE ISSUANCE OF A EURO LETTER OF CREDIT (OR THE
AMENDMENT, RENEWAL OR EXTENSION OF AN OUTSTANDING EURO LETTER OF CREDIT), THE
EURO BORROWER SHALL HAND DELIVER OR TELECOPY TO THE EURO ISSUING LENDER AND THE
EURO ADMINISTRATIVE AGENT (THREE (3) LONDON BUSINESS DAYS IN ADVANCE OF THE
REQUESTED DATE OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION) A NOTICE REQUESTING
THE ISSUANCE OF A EURO LETTER OF CREDIT, OR IDENTIFYING THE EURO LETTER OF
CREDIT TO BE AMENDED, RENEWED OR EXTENDED, AND SPECIFYING THE DATE OF ISSUANCE,
AMENDMENT, RENEWAL OR EXTENSION (WHICH SHALL BE A LONDON BUSINESS DAY), THE DATE
ON WHICH SUCH EURO LETTER OF CREDIT IS TO EXPIRE (WHICH SHALL COMPLY WITH
PARAGRAPH (C) OF THIS SECTION), THE AMOUNT OF SUCH EURO LETTER OF CREDIT, THE
NAME AND ADDRESS OF THE BENEFICIARY THEREOF AND SUCH OTHER INFORMATION AS SHALL
BE NECESSARY TO PREPARE, AMEND, RENEW OR EXTEND SUCH EURO LETTER OF CREDIT. IF
REQUESTED BY THE EURO ISSUING LENDER, THE EURO BORROWER ALSO SHALL SUBMIT A
LETTER OF CREDIT APPLICATION ON THE EURO ISSUING LENDER'S STANDARD FORM IN
CONNECTION WITH ANY REQUEST FOR A EURO LETTER OF CREDIT. A EURO LETTER OF CREDIT
SHALL BE ISSUED, AMENDED, RENEWED OR EXTENDED ONLY IF (AND UPON ISSUANCE,
AMENDMENT, RENEWAL OR EXTENSION OF EACH EURO LETTER OF CREDIT THE EURO BORROWER
SHALL BE DEEMED TO REPRESENT AND WARRANT THAT), AFTER GIVING EFFECT TO SUCH
ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION (I) THE EURO LC EXPOSURE SHALL NOT
EXCEED €1,500,000 AND (II) THE TOTAL EURO REVOLVING CREDIT EXPOSURES SHALL NOT
EXCEED THE TOTAL EURO REVOLVING LOAN COMMITMENTS. EACH EURO LETTER OF CREDIT
MUST BE AT LEAST €250,000, AND THE MAXIMUM NUMBER OF OUTSTANDING EURO LETTERS OF
CREDIT AT ANY TIME SHALL NOT EXCEED FIVE (5).
(C)
EXPIRATION DATE. EACH EURO LETTER OF CREDIT SHALL EXPIRE AT OR
PRIOR TO 5:00 P.M., LONDON TIME, ON THE EARLIER OF (I) THE DATE ONE YEAR AFTER
THE DATE OF THE ISSUANCE OF SUCH EURO
36
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 REVOLVING CREDIT TERMINATION DATE; PROVIDED, HOWEVER, THAT ANY
EURO LETTER OF CREDIT WITH A ONE-YEAR TENOR MAY PROVIDE FOR