FORM AND SUBSTANCE TO THE ISSUING BANK, AND SHALL BE
ISSUED PURSUANT TO SUCH AGREEMENTS, DOCUMENTS AND INSTRUMENTS (INCLUDING A
LETTER OF CREDIT AGREEMENT) AS THE ISSUING BANK MAY REASONABLY REQUIRE, NONE OF
WHICH SHALL BE INCONSISTENT WITH THIS SECTION 2.14.
EACH LETTER OF CREDIT SHALL
(I) PROVIDE FOR THE PAYMENT OF DRAFTS PRESENTED FOR, ON OR THEREUNDER BY THE
BENEFICIARY IN ACCORDANCE WITH THE TERMS THEREOF, WHEN SUCH DRAFTS ARE
ACCOMPANIED BY THE DOCUMENTS (IF ANY) DESCRIBED IN THE LETTER OF CREDIT AND
(II) TO THE EXTENT NOT INCONSISTENT WITH THE TERMS HEREOF OR ANY APPLICABLE
LETTER OF CREDIT AGREEMENT, BE SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE
PUBLICATION NO. 500 (TOGETHER WITH ANY SUBSEQUENT REVISION THEREOF APPROVED BY A
CONGRESS OF THE INTERNATIONAL CHAMBER OF COMMERCE AND ADHERED TO BY THE ISSUING
BANK, THE "UCP"), AND SHALL, AS TO MATTERS NOT GOVERNED BY THE UCP, BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
TEXAS.
(C)
F.Y.I. AGREES TO PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT
OF EACH LENDER, IN ARREARS ON EACH QUARTERLY DATE BEGINNING ON JUNE 30, 2001 AND
ON THE MATURITY DATE, A NONREFUNDABLE LETTER OF CREDIT FEE WITH RESPECT TO EACH
LETTER OF CREDIT ISSUED IN AN AMOUNT EQUAL TO THE PRODUCT OF (I) THE APPLICABLE
MARGIN FOR EURODOLLAR LOANS IN EFFECT ON THE DATE OF ISSUANCE OF SUCH LETTER OF
CREDIT (WITH RESPECT TO THE FEE DUE ON THE FIRST QUARTERLY DATE AFTER ISSUANCE)
OR ON THE FIRST DAY OF THE APPLICABLE QUARTER OR OTHER PERIOD BEGINNING AFTER
THE CALENDAR QUARTER DURING WHICH THE ISSUANCE OF SUCH LETTER OF CREDIT OCCURRED
(WITH RESPECT TO THE FEE DUE ON EACH SUBSEQUENT QUARTERLY DATE OR ON THE
MATURITY DATE), MULTIPLIED BY (II) THE DAILY AVERAGE FACE AMOUNT OF THE LETTERS
OF CREDIT IN EFFECT DURING THE APPLICABLE PERIOD.
THE ADMINISTRATIVE AGENT
AGREES TO PAY TO EACH LENDER, PROMPTLY AFTER RECEIVING ANY PAYMENT OF LETTER OF
CREDIT FEES REFERRED TO ABOVE IN THIS SUBSECTION (C), SUCH LENDER'S COMMITMENT
PERCENTAGE OF SUCH FEES.
F.Y.I. FURTHER AGREES TO PAY TO THE ISSUING BANK FOR
ITS OWN ACCOUNT, ON THE DATE OF ISSUANCE OF SUCH LETTER OF CREDIT AND ON EACH
ANNIVERSARY OF SUCH DATE OF ISSUANCE (IF SUCH LETTER OF CREDIT THEN REMAINS
OUTSTANDING), AN AMOUNT EQUAL TO 0.125% OF THE FACE AMOUNT OF THE LETTER OF
CREDIT BEING ISSUED.
IN ADDITION TO THE FOREGOING FEES, F.Y.I. SHALL PAY OR
REIMBURSE THE ISSUING BANK FOR SUCH NORMAL AND CUSTOMARY COSTS AND EXPENSES,
INCLUDING, WITHOUT LIMITATION, ADMINISTRATIVE, ISSUANCE, AMENDMENT, PAYMENT AND
NEGOTIATION CHARGES, AS ARE INCURRED OR CHARGED BY THE ISSUING BANK IN ISSUING,
EFFECTING PAYMENT UNDER, AMENDING OR OTHERWISE ADMINISTERING ANY LETTER OF
CREDIT.
(D)
UPON RECEIPT FROM THE BENEFICIARY OF ANY LETTER OF CREDIT OF ANY
DEMAND FOR PAYMENT OR OTHER DRAWING UNDER SUCH LETTER OF CREDIT, THE ISSUING
BANK SHALL PROMPTLY NOTIFY F.Y.I. AND EACH APPLICABLE LENDER AS TO