FORM, TERMS AND PURPOSE OF
THE PROPOSED LETTER OF CREDIT SHALL BE REASONABLY SATISFACTORY TO THE AGENT AND
THE LETTER OF CREDIT ISSUER; AND
(II)
AS OF THE DATE OF ISSUANCE, NO ORDER OF
ANY COURT, ARBITRATOR OR GOVERNMENTAL AUTHORITY SHALL PURPORT BY ITS TERMS TO
ENJOIN OR RESTRAIN MONEY CENTER BANKS GENERALLY FROM ISSUING LETTERS OF CREDIT
OF THE TYPE AND IN THE AMOUNT OF THE PROPOSED LETTER OF CREDIT, AND NO LAW, RULE
OR REGULATION APPLICABLE TO MONEY CENTER BANKS GENERALLY AND NO REQUEST OR
DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY GOVERNMENTAL
AUTHORITY WITH JURISDICTION OVER MONEY CENTER BANKS GENERALLY SHALL PROHIBIT, OR
REQUEST THAT THE PROPOSED LETTER OF CREDIT ISSUER REFRAIN FROM, THE ISSUANCE OF
LETTERS OF CREDIT GENERALLY OR THE ISSUANCE OF SUCH LETTERS OF CREDIT.
8
(D)
ISSUANCE OF LETTERS OF CREDIT.
(I)
REQUEST FOR ISSUANCE.
A BORROWER MUST
NOTIFY THE AGENT OF A REQUESTED LETTER OF CREDIT AT LEAST THREE (3) BUSINESS
DAYS PRIOR TO THE PROPOSED ISSUANCE DATE.
SUCH NOTICE SHALL BE IRREVOCABLE AND
MUST SPECIFY THE ORIGINAL FACE AMOUNT OF THE LETTER OF CREDIT REQUESTED, THE
BUSINESS DAY OF ISSUANCE OF SUCH REQUESTED LETTER OF CREDIT, WHETHER SUCH LETTER
OF CREDIT MAY BE DRAWN IN A SINGLE OR IN PARTIAL DRAWS, THE BUSINESS DAY ON
WHICH THE REQUESTED LETTER OF CREDIT IS TO EXPIRE, THE PURPOSE FOR WHICH SUCH
LETTER OF CREDIT IS TO BE ISSUED, AND THE BENEFICIARY OF THE REQUESTED LETTER OF
CREDIT.
THE BORROWER SHALL ATTACH TO SUCH NOTICE THE PROPOSED FORM OF THE
LETTER OF CREDIT.
(II)
RESPONSIBILITIES OF THE AGENT; ISSUANCE.
AS OF THE BUSINESS DAY IMMEDIATELY PRECEDING THE REQUESTED ISSUANCE DATE OF THE
LETTER OF CREDIT, THE AGENT SHALL DETERMINE THE AMOUNT OF THE APPLICABLE UNUSED
LETTER OF CREDIT SUBFACILITY AND THE AVAILABILITY.
IF (I) THE FACE AMOUNT OF
THE REQUESTED LETTER OF CREDIT IS LESS THAN THE UNUSED LETTER OF CREDIT
SUBFACILITY AND (II) THE AMOUNT OF SUCH REQUESTED LETTER OF CREDIT AND ALL
COMMISSIONS, FEES, AND CHARGES DUE FROM THE BORROWER IN CONNECTION WITH THE
OPENING THEREOF WOULD NOT EXCEED THE AVAILABILITY, THE AGENT SHALL CAUSE THE
LETTER OF CREDIT ISSUER TO ISSUE THE REQUESTED LETTER OF CREDIT ON THE REQUESTED
ISSUANCE DATE SO LONG AS THE OTHER CONDITIONS HEREOF ARE MET.
(III)
NO EXTENSIONS OR AMENDMENT.
THE AGENT SHALL
NOT BE OBLIGATED TO CAUSE THE LETTER OF CREDIT ISSUER TO EXTEND OR AMEND ANY
LETTER OF CREDIT ISSUED PURSUANT HERETO UNLESS THE REQUIREMENTS OF THIS SECTION
1.4 ARE MET AS THOUGH A NEW LETTER OF CREDIT WERE BEING REQUESTED AND ISSUED.
(E)
PAYMENTS PURSUANT TO LETTERS OF CREDIT.
FMC
AGREES TO REIMBURSE IMMEDIATELY THE LETTER OF CREDIT ISSUER FOR ANY DRAW UNDER
ANY LETTER OF CREDIT ISSUED FOR ITS BENEFIT AND THE AGENT FOR THE ACCOUNT OF THE
REVOLVING CREDIT LENDERS UPON ANY PAYMENT PURSUANT TO ANY CREDIT SUPPORT, AND TO
PAY THE LETTER OF CREDIT ISSUER THE AMOUNT OF ALL OTHER CHARGES AND FEES PAYABLE
TO