IN FAVOR OF GE CAPITAL WITH RESPECT TO THE
EXISTING LETTERS OF CREDIT, A "SUPPORT AGREEMENT") TO INDUCE AN LC ISSUER TO
ISSUE OR INCREASE THE AMOUNT OF, OR EXTEND THE EXPIRY DATE OF, ONE OR MORE
LETTERS OF CREDIT AND BY A LENDER, IDENTIFIED BY ADMINISTRATIVE AGENT, AS AN LC
ISSUER, OF ONE OR MORE LENDER LETTERS OF CREDIT, SO LONG AS, IN EACH CASE:
(I)
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A NOTICE OF LC CREDIT
EVENT AT LEAST TWO (2) BUSINESS DAYS BEFORE THE RELEVANT DATE OF ISSUANCE,
INCREASE OR EXTENSION; AND
(II)
AFTER GIVING EFFECT TO SUCH ISSUANCE, INCREASE OR EXTENSION,
(A) THE AGGREGATE LETTER OF CREDIT LIABILITIES DOES NOT EXCEED $15,000,000 AND
(B) THE REVOLVING LOAN OUTSTANDINGS DO NOT EXCEED THE REVOLVING LOAN LIMIT.
Nothing in this Agreement shall be construed to obligate any Lender to issue,
increase the amount of or extend the expiry date of any letter of credit, which
act or acts, if any, shall be subject to agreements to be entered into from time
to time between Borrower and such Lender.
Each Lender that is an LC Issuer
hereby agrees to give Administrative Agent prompt written notice of each
issuance of a Lender Letter of Credit by such Lender and each payment made by
such Lender in respect of Lender Letters of Credit issued by such Lender.
(B)
LETTER OF CREDIT FEE.
BORROWER SHALL PAY TO ADMINISTRATIVE AGENT,
FOR THE BENEFIT OF REVOLVING LENDERS, A LETTER OF CREDIT FEE WITH RESPECT TO THE
LETTER OF CREDIT LIABILITIES FOR EACH LETTER OF CREDIT, COMPUTED FOR EACH DAY
FROM THE DATE OF ISSUANCE OF SUCH LETTER OF CREDIT TO THE DATE THAT IS THE LAST
DAY A DRAWING IS AVAILABLE UNDER SUCH LETTER OF CREDIT, AT A RATE PER ANNUM
EQUAL TO THE LIBOR MARGIN THEN APPLICABLE TO REVOLVING LOANS.
SUCH FEE SHALL BE
PAYABLE IN ARREARS ON THE LAST DAY OF EACH CALENDAR MONTH PRIOR TO THE
TERMINATION DATE AND ON SUCH DATE.
IN ADDITION, BORROWER AGREES TO PAY PROMPTLY
TO LC ISSUER ANY FRONTING OR OTHER FEES THAT IT MAY CHARGE IN CONNECTION WITH
ANY LETTER OF CREDIT.
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(C)
REIMBURSEMENT OBLIGATIONS OF BORROWER.
IF THE ADMINISTRATIVE
AGENT SHALL MAKE A PAYMENT TO AN LC ISSUER (OR, IN THE CASE OF THE EXISTING
LETTERS OF CREDIT, TO GE CAPITAL) PURSUANT TO A SUPPORT AGREEMENT, OR ANY LENDER
SHALL NOTIFY ADMINISTRATIVE AGENT THAT IT HAS MADE PAYMENT IN RESPECT OF A
LENDER LETTER OF CREDIT, (I) BORROWER SHALL PROMPTLY REIMBURSE ADMINISTRATIVE
AGENT OR SUCH LENDER, AS APPLICABLE, FOR THE AMOUNT OF SUCH PAYMENT AND
(II) BORROWER SHALL BE DEEMED TO HAVE IMMEDIATELY REQUESTED THAT REVOLVING
LENDERS MAKE A REVOLVING LOAN, WHICH SHALL BE A BASE RATE LOAN, IN A PRINCIPAL
AMOUNT EQUAL TO THE AMOUNT OF SUCH PAYMENT (BUT SOLELY TO THE EXTENT BORROWER
SHALL HAVE FAILED TO DIRECTLY REIMBURSE ADMINISTRATIVE AGENT OR, WITH RESPECT TO
LENDER LETTERS OF CREDIT, THE APPLICABLE LC ISSUER, FOR THE AMOUNT OF SUCH
PAYMENT).
ADMINISTRATIVE AGENT