NO EVENT SHALL THE AGGREGATE REVOLVER OUTSTANDINGS AT ANY TIME
EXCEED THE AGGREGATE REVOLVING CREDIT COMMITMENTS AND (Y) THE MAJORITY LENDERS
MAY AT ANY TIME REVOKE THE AGENT'S AUTHORIZATION TO MAKE AGENT ADVANCES.
ANY
SUCH REVOCATION MUST BE IN WRITING AND SHALL BECOME EFFECTIVE PROSPECTIVELY UPON
THE AGENT'S RECEIPT THEREOF.
(II)
AGENT ADVANCES SHALL BE SECURED BY THE AGENT'S LIENS IN AND TO
THE COLLATERAL AND SHALL CONSTITUTE BASE RATE REVOLVING LOANS AND OBLIGATIONS
HEREUNDER.
1.3
[RESERVED].
1.4
Letters of Credit.
(A)
AGREEMENT TO ISSUE OR CAUSE TO ISSUE.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, THE AGENT AGREES (I) TO CAUSE THE LETTER OF CREDIT
ISSUER TO ISSUE FOR THE ACCOUNT OF A BORROWER ONE OR MORE COMMERCIAL/DOCUMENTARY
AND STANDBY LETTERS OF CREDIT ("LETTER OF CREDIT") AND/OR (II) TO PROVIDE CREDIT
SUPPORT OR OTHER ENHANCEMENT TO A LETTER OF CREDIT ISSUER ACCEPTABLE TO THE
AGENT, WHICH ISSUES A LETTER OF CREDIT FOR THE ACCOUNT OF A BORROWER (ANY SUCH
CREDIT SUPPORT OR ENHANCEMENT BEING HEREIN REFERRED TO AS A "CREDIT SUPPORT")
FROM TIME TO TIME DURING THE TERM OF THIS AGREEMENT.
(B)
AMOUNTS; OUTSIDE EXPIRATION DATE.
THE AGENT SHALL NOT HAVE ANY
OBLIGATION TO ISSUE OR CAUSE TO BE ISSUED ANY LETTER OF CREDIT OR TO PROVIDE
CREDIT SUPPORT FOR ANY LETTER OF CREDIT AT ANY TIME IF: (I) THE MAXIMUM FACE
AMOUNT OF
6
THE REQUESTED LETTER OF CREDIT IS GREATER THAN THE UNUSED LETTER OF CREDIT
SUBFACILITY AT SUCH TIME; (II) THE MAXIMUM UNDRAWN AMOUNT OF THE REQUESTED
LETTER OF CREDIT AND ALL COMMISSIONS, FEES, AND CHARGES DUE FROM THE BORROWERS
IN CONNECTION WITH THE OPENING THEREOF WOULD EXCEED THE AGGREGATE AVAILABILITY
AT SUCH TIME; OR, AS TO ANY LETTER OF CREDIT ISSUED FOR THE ACCOUNT OF FMC,
WOULD EXCEED THE AVAILABILITY OF FMC AT THAT TIME OR, AS TO ANY LETTER OF CREDIT
ISSUED FOR THE ACCOUNT OF FRC, WOULD EXCEED THE AVAILABILITY OF FRC AT THAT
TIME, OR (III) SUCH LETTER OF CREDIT HAS AN EXPIRATION DATE LESS THAN 30 DAYS
PRIOR TO THE STATED TERMINATION DATE OR MORE THAN 12 MONTHS FROM THE DATE OF
ISSUANCE FOR STANDBY LETTERS OF CREDIT AND 180 DAYS FOR DOCUMENTARY LETTERS OF
CREDIT.
WITH RESPECT TO ANY LETTER OF CREDIT WHICH CONTAINS ANY "EVERGREEN" OR
AUTOMATIC RENEWAL PROVISION, EACH LENDER SHALL BE DEEMED TO HAVE CONSENTED TO
ANY SUCH EXTENSION OR RENEWAL UNLESS ANY REVOLVING CREDIT LENDER SHALL HAVE
PROVIDED TO THE AGENT WRITTEN NOTICE THAT IT DECLINES TO CONSENT TO ANY SUCH
EXTENSION OR RENEWAL AT LEAST THIRTY (30) DAYS PRIOR TO THE DATE ON WHICH THE
LETTER OF CREDIT ISSUER IS ENTITLED TO DECLINE TO EXTEND OR RENEW THE LETTER OF
CREDIT.
IF ALL OF THE REQUIREMENTS OF THIS SECTION 1.4 ARE MET AND NO DEFAULT
OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, NO LENDER SHALL DECLINE TO
CONSENT TO ANY SUCH EXTENSION OR RENEWAL.
(C)
OTHER CONDITIONS.
IN ADDITION TO CONDITIONS PRECEDENT CONTAINED
IN ARTICLE 8, THE OBLIGATION OF THE