DATE.
IN ADDITION, SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, THE COMPANY MAY REQUEST THE ISSUANCE OF DOLLAR
LETTERS OF CREDIT AND EURO LETTERS OF CREDIT (X) IN THE CASE OF RF LETTERS OF
CREDIT, FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANY OF THE OTHER REVOLVING
BORROWERS AND (Y) IN THE CASE OF CL LETTERS OF CREDIT, FOR THE ACCOUNT OF A CL
BORROWER (AS SPECIFIED IN THE RELATED REQUEST TO ISSUE), IN EACH CASE IN A FORM
REASONABLY ACCEPTABLE TO THE APPLICABLE ISSUING BANK, AT ANY TIME AND FROM TIME
TO TIME DURING THE REVOLVING AVAILABILITY PERIOD AND PRIOR TO THE DATE THAT IS
FIVE BUSINESS DAYS PRIOR TO THE REVOLVING FACILITY MATURITY DATE.
ALL LETTERS
OF CREDIT SHALL BE ISSUED ON A SIGHT BASIS ONLY.
(B)
NOTICE OF ISSUANCE, AMENDMENT, RENEWAL, EXTENSION; CERTAIN
CONDITIONS.
TO REQUEST THE ISSUANCE OF A LETTER OF CREDIT, THE COMPANY SHALL
HAND DELIVER OR TELECOPY (OR TRANSMIT BY ELECTRONIC COMMUNICATION, IF
ARRANGEMENTS FOR DOING SO HAVE BEEN APPROVED BY THE APPLICABLE ISSUING BANK) TO
THE APPLICABLE ISSUING BANK, WITH A COPY TO THE ADMINISTRATIVE AGENT AT LEAST
TWO BUSINESS DAYS (OR SUCH SHORTER PERIOD AGREED TO BY THE ISSUING BANK) IN
ADVANCE OF THE REQUESTED DATE OF ISSUANCE A REQUEST IN THE FORM OF EXHIBIT B-2
(A "REQUEST TO ISSUE") FOR THE ISSUANCE OF A LETTER OF CREDIT, WHICH REQUEST TO
ISSUE SHALL SPECIFY, INTER ALIA, WHETHER THE REQUESTED LETTER OF CREDIT IS TO BE
A CL LETTER OF CREDIT OR AN RF LETTER OF CREDIT.
IF REQUESTED BY THE APPLICABLE
ISSUING BANK, THE COMPANY ALSO SHALL SUBMIT A LETTER OF CREDIT APPLICATION ON
SUCH ISSUING BANK'S STANDARD FORM IN CONNECTION WITH ANY REQUEST FOR A LETTER OF
CREDIT AND IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS AND CONDITIONS OF
THIS AGREEMENT AND THE TERMS AND CONDITIONS OF ANY SUCH FORM OF LETTER OF CREDIT
APPLICATION, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL CONTROL.
AN RF
LETTER OF CREDIT SHALL BE ISSUED, AMENDED, RENEWED OR EXTENDED ONLY IF AFTER
GIVING EFFECT THERETO (I) THE REVOLVING L/C EXPOSURE SHALL NOT EXCEED
$150,000,000, (II) THE REVOLVING FACILITY CREDIT EXPOSURE SHALL NOT EXCEED THE
TOTAL REVOLVING FACILITY COMMITMENTS AND (III) THE AGGREGATE REVOLVING FACILITY
CREDIT EXPOSURE WITH RESPECT TO ANY REVOLVING BORROWER SHALL NOT EXCEED THE
MAXIMUM CREDIT LIMIT FOR SUCH REVOLVING BORROWER, AND A CL LETTER OF CREDIT
SHALL BE ISSUED, AMENDED, RENEWED OR EXTENDED ONLY IF AFTER GIVING EFFECT
THERETO THE CL EXPOSURE WOULD NOT EXCEED THE TOTAL CREDIT-LINKED COMMITMENT AT
SUCH TIME, PROVIDED THAT NO RF LETTER OF CREDIT SHALL BE ISSUED UNLESS A CL
LETTER OF CREDIT COULD NOT BE ISSUED IN LIEU THEREOF, GIVING EFFECT TO THE
AFORESAID LIMITATIONS.
IN THE EVENT THAT AN RF LETTER OF CREDIT IS OUTSTANDING
AT A TIME WHEN THERE IS AVAILABILITY TO SUPPORT THE ISSUANCE OF A NEW CL LETTER
OF CREDIT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT IN A STATED AMOUNT AT
LEAST EQUAL