THE BORROWER SHALL
PAY THE BANK A FEE FOR EACH STANDBY LETTER OF CREDIT THAT IS ISSUED, CALCULATED
AT THE RATE OF 2.00% PER ANNUM OF THE ORIGINAL MAXIMUM AMOUNT AVAILABLE OF SUCH
STANDBY LETTER OF CREDIT, WITH THE FEE BEING CALCULATED ON THE BASIS OF A
360-DAY YEAR AND THE ACTUAL NUMBER OF DAYS IN THE PERIOD DURING WHICH THE
STANDBY LETTER OF CREDIT WILL BE OUTSTANDING. THE BORROWER SHALL PAY THE BANK A
FEE FOR EACH COMMERCIAL LETTER OF CREDIT THAT IS ISSUED, EQUAL TO 2.00% OF THE
ORIGINAL MAXIMUM AVAILABLE AMOUNT OF SUCH COMMERCIAL LETTER OF CREDIT. NO CREDIT
SHALL BE GIVEN FOR FEES PAID DUE TO EARLY TERMINATION OF ANY LETTER OF CREDIT.
THE BORROWER SHALL ALSO PAY THE BANK'S STANDARD TRANSACTION FEES WITH RESPECT TO
ANY TRANSACTIONS OCCURRING ON AN ACCOUNT OF ANY LETTER OF CREDIT. EACH FEE SHALL
BE PAYABLE WHEN THE RELATED LETTER OF CREDIT IS ISSUED, AND TRANSACTION FEES
SHALL BE PAYABLE UPON COMPLETION OF THE TRANSACTION AS TO WHICH THEY ARE
CHARGED. ALL FEES MAY BE DEBITED BY THE BANK TO ANY DEPOSIT ACCOUNT OF THE
BORROWER CARRIED WITH THE BANK WITHOUT FURTHER AUTHORITY AND, IN ANY EVENT,
SHALL BE PAID BY THE BORROWER WITHIN TEN (10) DAYS FOLLOWING BILLING. THE BANK
IS AUTHORIZED, BUT NOT OBLIGATED TO MAKE AN ADVANCE UNDER THE LINE OF CREDIT
NOTE WITHOUT NOTICE TO THE BORROWER, TO MAKE PAYMENT ON A DRAWING UNDER ANY
LETTER OF CREDIT. THE AGGREGATE PRINCIPAL AMOUNT OF ADVANCES OUTSTANDING AT ANY
ONE TIME UNDER THE FACILITY A PLUS THE AGGREGATE AMOUNT OF L/C
OBLIGATIONS OUTSTANDING AT ANY TIME (THE "AGGREGATE OUTSTANDING AMOUNT") SHALL
NOT EXCEED THE MAXIMUM AMOUNT OF FACILITY A. IF THE AGGREGATE OUTSTANDING AMOUNT
STILL EXCEEDS THE MAXIMUM AMOUNT OF FACILITY A AFTER THE LINE OF CREDIT NOTE
BALANCE IS REDUCED TO ZERO (THAT IS, L/C OBLIGATIONS EXCEED THE MAXIMUM AMOUNT
OF FACILITY A), THE BORROWER SHALL PROVIDE CASH COLLATERAL TO THE BANK FOR THE
L/C OBLIGATIONS IN AN AMOUNT SUFFICIENT TO ELIMINATE THE EXCESS.
2.
DEFINITIONS.
AS USED IN THIS AGREEMENT,
THE FOLLOWING TERMS HAVE THE FOLLOWING RESPECTIVE MEANINGS:
2.1
"CREDIT FACILITIES" MEANS ALL EXTENSIONS OF
CREDIT FROM THE BANK TO THE BORROWER, WHETHER NOW EXISTING OR HEREAFTER ARISING,
INCLUDING BUT NOT LIMITED TO THOSE DESCRIBED IN SECTION 1 IF ANY, AND THOSE
EXTENDED CONTEMPORANEOUSLY WITH THIS AGREEMENT.
2.2
"LIABILITIES" MEANS ALL DEBTS, OBLIGATIONS,
INDEBTEDNESS AND LIABILITIES OF EVERY KIND AND CHARACTER OF THE BORROWER WHETHER
INDIVIDUAL, JOINT AND SEVERAL, CONTINGENT OR OTHERWISE, NOW OR HEREAFTER
EXISTING IN FAVOR OF THE BANK, INCLUDING, WITHOUT LIMITATION, ALL LIABILITIES,
INTEREST, COSTS AND FEES, ARISING UNDER OR FROM ANY NOTE, OPEN ACCOUNT,
OVERDRAFT, CREDIT CARD, LEASE, RATE MANAGEMENT TRANSACTION, LETTER OF CREDIT
APPLICATION, ENDORSEMENT, SURETY AGREEMENT, GUARANTY, ACCEPTANCE, FOREIGN
EXCHANGE CONTRACT OR DEPOSITORY SERVICE CONTRACT, WHETHER PAYABLE TO THE BANK OR
TO A THIRD PARTY AND SUBSEQUENTLY ACQUIRED BY THE BANK, ANY MONETARY OBLIGATIONS
(INCLUDING INTEREST) INCURRED OR ACCRUED DURING THE PENDENCY OF ANY BANKRUPTCY,
INSOLVENCY, RECEIVERSHIP OR OTHER