REQUEST THAT STANDBY LETTERS OF CREDIT DENOMINATED IN
DOLLARS BE ISSUED UNDER THIS AGREEMENT FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANY
SUBSIDIARY GUARANTOR, IN A FORM REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE
AGENT AND THE ISSUING BANK, AT ANY TIME AND FROM TIME TO TIME DURING THE
REVOLVING COMMITMENT 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 BORROWER TO,
OR ENTERED INTO BY THE BORROWER WITH, THE ISSUING BANK RELATING TO ANY 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 LETTER OF CREDIT (OR THE AMENDMENT,
RENEWAL OR EXTENSION OF AN OUTSTANDING LETTER OF CREDIT), THE BORROWER SHALL
HAND DELIVER OR TELECOPY (OR TRANSMIT BY ELECTRONIC COMMUNICATION, IF
ARRANGEMENTS FOR DOING SO HAVE BEEN APPROVED BY THE ISSUING BANK) TO THE ISSUING
BANK AND THE ADMINISTRATIVE AGENT (REASONABLY IN ADVANCE OF THE REQUESTED DATE
OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION, BUT IN ANY EVENT NO LATER THAN
THREE BUSINESS DAYS PRIOR TO SUCH DATE UNLESS OTHERWISE AGREED BY THE ISSUING
BANK AND THE ADMINISTRATIVE AGENT) A NOTICE REQUESTING THE ISSUANCE OF A LETTER
OF CREDIT, OR IDENTIFYING THE LETTER OF CREDIT TO BE AMENDED, RENEWED OR
EXTENDED, AND SPECIFYING THE DATE OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION
(WHICH SHALL BE A BUSINESS DAY), THE DATE ON WHICH SUCH LETTER OF CREDIT IS TO
EXPIRE (WHICH SHALL COMPLY WITH PARAGRAPH (C) OF THIS SECTION), THE AMOUNT OF
SUCH 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
LETTER OF CREDIT.
IF REQUESTED BY THE ISSUING BANK, THE BORROWER ALSO SHALL
SUBMIT A LETTER OF CREDIT APPLICATION ON THE ISSUING BANK'S STANDARD FORM IN
CONNECTION WITH ANY REQUEST FOR A LETTER OF CREDIT.
A LETTER OF CREDIT SHALL BE
ISSUED, AMENDED, RENEWED OR EXTENDED ONLY IF, AFTER GIVING EFFECT TO SUCH
ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION (I) THE LC EXPOSURE SHALL NOT AT ANY
TIME EXCEED THE LC SUBLIMIT, (II) THE TOTAL OUTSTANDING REVOLVING CREDITS OF ALL
LENDERS SHALL NOT EXCEED (A) AT ANY TIME PRIOR TO THE COMPLIANCE DATE,
$72,500,000 AND (B) AT ANY TIME AFTER THE COMPLIANCE DATE, THE TOTAL REVOLVING
COMMITMENTS, (III) [RESERVED] AND (IV) THE LC EXPOSURE WITH RESPECT TO NEW
LETTERS OF CREDIT SHALL NOT EXCEED THE NEW LC SUBLIMIT. IF THE BORROWER SO
REQUESTS IN ANY APPLICABLE LETTER OF CREDIT APPLICATION, THE ISSUING BANK MAY,
IN ITS SOLE DISCRETION, AGREE TO ISSUE A LETTER OF CREDIT THAT HAS AUTOMATIC
EXTENSION PROVISIONS (EACH, AN "AUTO-EXTENSION LETTER OF
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT
LSC COMMUNICATIONS, INC.
49
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CREDIT"); PROVIDED THAT ANY SUCH AUTO-EXTENSION LETTER OF CREDIT MUST PERMIT THE
ISSUING BANK TO PREVENT ANY SUCH EXTENSION AT LEAST ONCE IN EACH