EACH TWELVE-MONTH PERIOD (COMMENCING WITH
THE DATE OF ISSUANCE OF SUCH LETTER OF CREDIT) BY GIVING PRIOR NOTICE TO COMPANY
AND TO
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THE BENEFICIARY THEREOF NOT LATER THAN A DAY (THE "NON-EXTENSION NOTICE DATE")
IN EACH SUCH TWELVE-MONTH PERIOD TO BE AGREED UPON AT THE TIME SUCH LETTER OF
CREDIT IS ISSUED.
UNLESS OTHERWISE DIRECTED BY ISSUING LENDER, COMPANY SHALL
NOT BE REQUIRED TO MAKE A SPECIFIC REQUEST TO ISSUING LENDER FOR ANY SUCH
EXTENSION.
ONCE AN AUTO-EXTENSION LETTER OF CREDIT HAS BEEN ISSUED, THE
REVOLVING LENDERS SHALL BE DEEMED TO HAVE AUTHORIZED (BUT MAY NOT REQUIRE)
ISSUING LENDER TO PERMIT THE EXTENSION OF SUCH LETTER OF CREDIT AT ANY TIME TO
AN EXPIRY DATE NOT LATER THAN THE L/C EXPIRATION DATE; PROVIDED, HOWEVER, THAT
ISSUING LENDER SHALL NOT PERMIT ANY SUCH EXTENSION IF (I) ISSUING LENDER HAS
DETERMINED IN GOOD FAITH THAT IT WOULD NOT BE PERMITTED, OR WOULD HAVE NO
OBLIGATION, AT SUCH TIME TO ISSUE SUCH LETTER OF CREDIT IN ITS REVISED FORM (AS
EXTENDED) UNDER THE TERMS HEREOF (BY REASON OF THE PROVISIONS OF THIS SUBSECTION
3.1A OR OTHERWISE), OR (II) IT HAS RECEIVED NOTICE (WHICH MAY BE BY TELEPHONE OR
IN WRITING) ON OR BEFORE THE DAY THAT IS FIVE BUSINESS DAYS BEFORE THE
NON-EXTENSION NOTICE DATE FROM ADMINISTRATIVE AGENT, ANY REVOLVING LENDER OR
COMPANY THAT ONE OR MORE OF THE APPLICABLE CONDITIONS SPECIFIED IN SUBSECTION
4.4 IS NOT THEN SATISFIED (OR HAS NOT BEEN WAIVED IN ACCORDANCE WITH THE TERMS,
CONDITIONS AND PROVISIONS OF SUBSECTION 10.6), AND IN EACH SUCH CASE DIRECTING
ISSUING LENDER NOT TO PERMIT SUCH EXTENSION;
(IV)
ANY STANDBY LETTER OF CREDIT ISSUED FOR THE PURPOSE OF SUPPORTING
(A) TRADE PAYABLES OR (B) ANY INDEBTEDNESS CONSTITUTING "ANTECEDENT DEBT" (AS
THAT TERM IS USED IN SECTION 547 OF THE BANKRUPTCY CODE);
(V)
ANY COMMERCIAL LETTER OF CREDIT HAVING AN EXPIRATION DATE
(A) LATER THAN THE EARLIER OF (I) THE DATE WHICH IS 30 DAYS PRIOR TO THE
REVOLVING LOAN COMMITMENT TERMINATION DATE (OR, IF SUCH DAY IS NOT A BUSINESS
DAY, THE NEXT PRECEDING BUSINESS DAY) AND (II) THE DATE WHICH IS 180 DAYS FROM
THE DATE OF ISSUANCE OF SUCH COMMERCIAL LETTER OF CREDIT OR (B) THAT IS
OTHERWISE UNACCEPTABLE TO THE APPLICABLE ISSUING LENDER IN ITS REASONABLE
DISCRETION;
(VI)
ANY LETTER OF CREDIT DENOMINATED IN A CURRENCY OTHER THAN DOLLARS;
(VII)
ANY LETTER OF CREDIT IF ANY ORDER, JUDGMENT OR DECREE OF ANY
GOVERNMENT AUTHORITY OR ARBITRATOR SHALL BY ITS TERMS PURPORT TO ENJOIN OR
RESTRAIN SUCH ISSUING LENDER FROM ISSUING SUCH LETTER OF CREDIT, OR ANY FEDERAL,
STATE OR LOCAL LAW APPLICABLE TO SUCH ISSUING LENDER OR ANY REQUEST OR DIRECTIVE
(WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY GOVERNMENT AUTHORITY WITH
JURISDICTION OVER SUCH ISSUING LENDER SHALL PROHIBIT, OR REQUEST THAT SUCH
ISSUING LENDER REFRAIN FROM, THE ISSUANCE OF LETTERS OF CREDIT GENERALLY OR SUCH
LETTER OF CREDIT IN PARTICULAR OR SHALL IMPOSE UPON SUCH ISSUING LENDER WITH
RESPECT TO SUCH LETTER OF CREDIT