DESCRIPTION OF THE TRANSACTIONS
PROPOSED TO BE SUPPORTED THEREBY, AND THE EXPIRY DATE (OR EXTENDED EXPIRY DATE)
OF THE LETTER OF CREDIT.
EACH REQUEST BY BORROWER FOR THE ISSUANCE OF A LETTER
OF CREDIT SHALL BE IN THE FORM OF EXHIBIT 1.1(C).
IF AGENT INFORMS BORROWER
THAT THE L/C ISSUER CANNOT ISSUE THE REQUESTED LETTER OF CREDIT DIRECTLY,
BORROWER MAY REQUEST THAT L/C ISSUER ARRANGE FOR THE ISSUANCE OF THE REQUESTED
LETTER OF CREDIT UNDER A RISK PARTICIPATION AGREEMENT WITH ANOTHER FINANCIAL
INSTITUTION REASONABLY ACCEPTABLE TO AGENT, L/C ISSUER AND BORROWER.
THE
ISSUANCE OF ANY LETTER OF CREDIT UNDER THIS AGREEMENT SHALL BE SUBJECT TO
SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 2.2 AND THE CONDITIONS THAT
THE LETTER OF CREDIT (I) SUPPORTS A TRANSACTION BENEFITING THE CREDIT PARTIES
(OTHER THAN HOLDINGS) OR THEIR WHOLLY-OWNED SUBSIDIARIES AND (II) IS IN A FORM,
IS FOR AN AMOUNT AND CONTAINS SUCH TERMS AND CONDITIONS AS ARE REASONABLY
SATISFACTORY TO THE L/C ISSUER AND, IN THE CASE OF STANDBY LETTERS OF CREDIT,
AGENT.
THE INITIAL NOTICE REQUESTING THE ISSUANCE OF A LETTER OF CREDIT SHALL
BE ACCOMPANIED BY THE FORM OF THE LETTER OF CREDIT AND THE MASTER STANDBY
AGREEMENT OR MASTER DOCUMENTARY AGREEMENT, AS APPLICABLE, AND AN APPLICATION FOR
A LETTER OF CREDIT, IF ANY, THEN REQUIRED BY THE L/C ISSUER COMPLETED IN A
MANNER REASONABLY SATISFACTORY TO SUCH L/C ISSUER.
IF ANY PROVISION OF ANY
APPLICATION OR REIMBURSEMENT AGREEMENT IS INCONSISTENT WITH THE TERMS OF THIS
AGREEMENT, THEN THE PROVISIONS OF THIS AGREEMENT, TO THE EXTENT OF SUCH
INCONSISTENCY, SHALL CONTROL.
(IV)
EXPIRATION DATES OF LETTERS OF CREDIT.
THE
EXPIRATION DATE OF EACH LETTER OF CREDIT SHALL BE ON A DATE THAT IS NOT LATER
THAN TEN DAYS PRIOR TO THE COMMITMENT TERMINATION DATE; PROVIDED, THAT A LETTER
OF CREDIT MAY PROVIDE FOR AUTOMATIC EXTENSIONS OF ITS EXPIRATION DATE FOR ONE
(1) OR MORE SUCCESSIVE PERIODS OF UP TO TWELVE (12) MONTHS FOR EACH PERIOD;
PROVIDED, FURTHER, THAT THE L/C ISSUER HAS THE RIGHT TO TERMINATE SUCH LETTER OF
CREDIT ON
6
EACH SUCH EXPIRATION DATE AND NO RENEWAL TERM MAY EXTEND THE TERM OF THE LETTER
OF CREDIT TO A DATE THAT IS LATER THAN THE THIRTIETH (30TH) DAY PRIOR TO THE
DATE SET FORTH IN CLAUSE (A) OF THE DEFINITION OF THE TERM COMMITMENT
TERMINATION DATE.
UPON DIRECTION BY AGENT OR REQUISITE LENDERS, THE L/C ISSUER
SHALL NOT RENEW ANY SUCH LETTER OF CREDIT AT ANY TIME DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT; PROVIDED THAT, IN THE CASE OF A DIRECTION BY AGENT OR
REQUISITE LENDERS, THE L/C ISSUER RECEIVES SUCH DIRECTIONS PRIOR TO THE DATE
NOTICE OF NON-RENEWAL IS REQUIRED TO BE GIVEN BY THE L/C ISSUER AND THE L/C
ISSUER HAS HAD A REASONABLE PERIOD OF TIME TO ACT ON SUCH NOTICE.
(V)
OBLIGATIONS ABSOLUTE.
THE OBLIGATION OF
BORROWER TO REIMBURSE THE L/C ISSUER, AGENT AND LENDERS FOR PAYMENTS MADE IN
RESPECT OF LETTERS OF CREDIT ISSUED BY THE L/C ISSUER SHALL BE