2.3.1
CONVERSION RATE FOR MULTICURRENCY LIBOR LOANS.
THE
PRINCIPAL AMOUNT OF EACH REVOLVING CREDIT LOAN CONSISTING OF MULTICURRENCY LIBOR
LOANS WHICH IS DENOMINATED IN A FOREIGN CURRENCY (A) WILL BE CONVERTED INTO ITS
U.S. DOLLAR EQUIVALENT ON THE DATE OF THE FUNDING OF SUCH REVOLVING CREDIT LOAN
(THE "CONVERTED PRINCIPAL AMOUNT"), AND THE CONVERTED PRINCIPAL AMOUNT WILL BE
ADDED TO THE PRINCIPAL BALANCE OUTSTANDING UNDER THE REVOLVING CREDIT NOTES ON
THE DATE OF THE FUNDING OF SUCH REVOLVING CREDIT LOAN, AND (B) FROM AND AFTER
ANY SUCH DATE, WILL BE DEEMED TO REMAIN EQUIVALENT TO THE CONVERTED PRINCIPAL
AMOUNT UNTIL THE END OF THE APPLICABLE INTEREST PERIOD NOTWITHSTANDING ANY
FLUCTUATION IN EXCHANGE RATES OCCURRING THEREAFTER.
2.3.2
REVALUATION.
IF AT THE EXPIRATION OF AN INTEREST
PERIOD FOR A REVOLVING CREDIT LOAN CONSISTING OF MULTICURRENCY LIBOR LOANS, SUCH
REVOLVING CREDIT LOAN WILL REMAIN DENOMINATED IN THE SAME FOREIGN CURRENCY FOR A
SUCCEEDING INTEREST PERIOD, THEN THE PRINCIPAL AMOUNT OF SUCH REVOLVING CREDIT
LOAN WILL BE REVALUED BASED ON THE U.S. DOLLAR EQUIVALENT, AND A NEW CONVERTED
PRINCIPAL AMOUNT WILL BE CALCULATED, AS OF THE BANKING DAY PRECEDING THE NEXT
INTEREST PERIOD.
2.4
Letters of Credit.
2.4.1
ISSUANCE OF LETTERS OF CREDIT.
SUBJECT TO ALL
TERMS AND CONDITIONS OF THIS AGREEMENT AND SO LONG AS NO DEFAULT EXISTS, FROM
TIME TO TIME ON AND AFTER THE INITIAL CLOSING DATE AND PRIOR TO THE FINAL
MATURITY DATE, THE ISSUING BANK WILL ISSUE FOR THE ACCOUNT OF THE BORROWERS
STANDBY AND DOCUMENTARY LETTERS OF CREDIT (THE "LETTERS OF CREDIT").
THE
ISSUING BANK WILL NOT ISSUE A LETTER OF CREDIT TO THE EXTENT THAT THE FACE
AMOUNT OF SUCH REQUESTED LETTER OF CREDIT EXCEEDS THE LC AVAILABLE CREDIT.
2.4.2
REQUESTS FOR LETTERS OF CREDIT.
THE PARENT, ON
BEHALF OF THE APPLICABLE BORROWER, MAY FROM TIME TO TIME REQUEST A LETTER OF
CREDIT TO BE ISSUED BY PROVIDING A NOTICE FROM AN AUTHORIZED REPRESENTATIVE TO
THE ISSUING BANK WHICH IS ACTUALLY RECEIVED
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NOT LESS THAN ONE BANKING DAY PRIOR TO THE REQUESTED CLOSING DATE FOR SUCH
LETTER OF CREDIT SPECIFYING (A) THE AMOUNT OF THE REQUESTED LETTER OF CREDIT,
(B) THE APPLICABLE BORROWER, (C) THE BENEFICIARY THEREOF, (D) THE REQUESTED
CLOSING DATE, AND (E) THE PRINCIPAL TERMS OF THE TEXT FOR SUCH LETTER OF
CREDIT.
EACH LETTER OF CREDIT WILL BE ISSUED BY FORWARDING IT TO THE APPLICABLE
BORROWER OR TO SUCH OTHER PERSON AS DIRECTED IN WRITING BY AN AUTHORIZED
REPRESENTATIVE.
IN CONNECTION WITH THE ISSUANCE OF ANY LETTER OF CREDIT, THE
PARENT SHALL DELIVER TO THE ISSUING BANK CERTIFICATES IN SUBSTANTIALLY THE FORM
OF EXHIBIT 2.4.2 AND EXHIBIT 8.2.1 AND A LETTER OF CREDIT AGREEMENT SIGNED BY
THE APPLICABLE BORROWER, AND SUCH OTHER DOCUMENTS OR ITEMS AS THE ISSUING BANK
MAY REQUIRE PURSUANT TO THE TERMS THEREOF.
2.4.3
FORM AND EXPIRATION OF LETTERS OF CREDIT.
EACH
LETTER OF CREDIT ISSUED UNDER THIS SECTION 2.4 AND EACH DRAFT ACCEPTED OR PAID
UNDER SUCH A LETTER OF CREDIT WILL BE ISSUED, ACCEPTED OR PAID, AS