Common use of Issuance of Letters of Credit Clause in Contracts

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, Lender shall from time to time issue, extend, or renew Letters of Credit for the account of Borrower and its Subsidiaries; provided that (i) Borrower shall have given Lender not less than 5 Business Days’ written notice thereof; (ii) Lender shall have no obligation to issue any Letter of Credit, if (A) doing so would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; and (iii) all other conditions precedent to the issuance of each such Letter or Credit set forth in this Agreement shall have been satisfied or waived in writing by Lender. All payments made by Lender under any Letter of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMAND, unless (x) Borrower instructs Lender to make a Revolving Loan to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loan. All LC Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect to the issuance and administration of the Letters of Credit. The form and substance of all Letters of Credit shall be subject to Lender’s approval. Lender may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees the payment and performance of all obligations of any Subsidiary with respect to Letters of Credit issued for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately deliver to Lender immediately available funds in an amount equal to 105% of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Letters of Credit.

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, Lender shall from time to time issue, extend, or renew Letters of Credit for the account of Borrower and its Subsidiaries; provided that (i) The Borrower shall have given Lender give the Administrative Agent not less than 5 five Business Days’ Days prior written notice thereof; (ii) Lender shall have no obligation to issue any Letter of Credit, if (A) doing so would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; and (iii) all other conditions precedent to a request for the issuance of each such Letter or Credit set forth in this Agreement shall have been satisfied or waived in writing by Lender. All payments made by Lender under any Letter of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMAND, unless (x) Borrower instructs Lender to make a Revolving Loan to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loan. All LC Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect to the issuance and administration of the Letters of Credit. The form and substance of all Letters of Credit shall be subject to Lender’s approval. Lender may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition and the Administrative Agent shall promptly notify each Lender of such request. Upon receipt of the Borrower's properly completed and duly executed Applications, and subject to the fees payable pursuant terms of such Applications and to the terms of this Agreement, the Administrative Agent agrees to issue Letters of Credit on behalf of the Borrower in an aggregate face amount not in excess of the Letter of Credit Commitment at any one time outstanding. No Letter of Credit shall have a maturity extending beyond the earliest of (a) the Maturity Date, or (b) one year from the date of its issuance, or (c) such earlier date as may be required to enable the Borrower to satisfy its repayment obligations under Section 2.112.06 hereof. Borrower unconditionally guarantees Subject to such maturity limitations and so long as no Default or Event of Default has occurred and is continuing or would result from the payment renewal of a Letter of Credit, the Letters of Credit may be renewed by the Administrative Agent in its discretion. The Lenders shall participate ratably in any liability under the Letters of Credit and performance of all in any unpaid reimbursement obligations of any Subsidiary the Borrower with respect to any Letter of Credit in their Specified Percentages. The amount of the Letters of Credit issued for and outstanding and the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately deliver to Lender immediately available funds in an amount equal to 105% unpaid reimbursement obligations of the LC ObligationsBorrower for such Letters of Credit shall reduce the amount of Revolving Commitment available, which Lender so that at no time shall hold as cash collateral for the payment sum of Obligations (i) the aggregate outstanding Advances under the Revolving Loan plus (ii) the sum of the aggregate face amount of all outstanding Letters of Credit plus, (iii) without duplication, all reimbursement obligations related to any draw on any Letter of Credit, exceed the Revolving Commitment, and at no time shall the sum of all Advances by any Lender made under the Revolving Loan, plus its ratable share of amounts available to be drawn under the Letters of CreditCredit and the unpaid reimbursement obligations of the Borrower in respect of such Letters of Credit exceed its Specified Percentage of the Revolving Commitment.

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, Lender Bank shall from time to time issue, extendupon five (5) Business Days prior written notice, extend or renew Letters letters of Credit credit for the account of Borrower and or its Subsidiaries; provided that (i) Borrower the aggregate face amount of Letters of Credit issued by Bank which are outstanding at any one time shall have given Lender not less than 5 Business Days’ written notice thereof; exceed $1,000,000.00, (ii) Lender Bank shall have no obligation to issue any Letter of CreditCredit if, if (A) doing so after giving effect thereto, the principal amount of all Revolver Loans and the Letter of Credit Obligations would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; Revolver Commitment, and (iii) all other conditions precedent to the issuance of each such Letter or of Credit as set forth in this Agreement shall have been herein are satisfied or waived in writing by LenderBank. All payments made by Lender Bank under any Letter such Letters of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts, discounts and other amounts owed or to be owed to Lender Bank in connection therewith, shall be paid ON DEMANDon demand, unless (x) Borrower instructs Lender Bank to make a Revolving Revolver Loan to pay such amount, (y) Lender Bank agrees to do so, and (z) sufficient Excess Availability exists the necessary amount remains available to make such Revolving Loanbe drawn as a Revolver Loan hereunder. All LC Letter of Credit Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender Bank may require in respect to the issuance and administration of the Letters of Creditrequire. The form and substance of all Letters of Credit Credit, including expiration dates, shall be subject to LenderBank’s approval, and Bank shall have no obligation to issue any Letter of Credit which has a maturity date later than the Termination Date. Lender Bank may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees the payment and performance of all obligations of any Subsidiary with respect to Letters of Credit issued by Bank for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of a Default, Borrower shall immediately shall, on demand, deliver to Lender immediately available Bank good funds in an amount equal to 105% of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Bank’s maximum liability under all outstanding Letters of Credit, to be held as cash Collateral for Borrower’s reimbursement obligations and other Obligations.

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreementhereof, Lender the Company shall have the right, in addition to Revolving Credit Loans provided for in Section 2.1, to utilize the Revolving Credit Commitments from time to time issue, extend, or renew Letters prior to the Revolving Credit Maturity Date by obtaining the issuance of Credit letters of credit for the account of Borrower and its Subsidiaries; provided that the Company by an Issuing Bank if the Company shall so request in the notice referred to in Section 2.3(b)(1) (i) Borrower shall have given Lender not less than 5 Business Days’ written notice thereof; (ii) Lender shall have no obligation such letters of credit being collectively referred to issue any Letter as the "Letters of Credit"); provided, if (A) doing so would cause (1) however, that the Working Capital Obligations to Aggregate Revolving Credit Exposure at any one time outstanding shall not exceed the lesser of the Borrowing Base Maximum Available Amount in effect at such time and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date aggregate of such requested all Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; and (iii) all other conditions precedent to the issuance of each such Letter or Credit set forth in this Agreement Liabilities at any one time outstanding shall have been satisfied or waived in writing by Lender. All payments made by Lender under any Letter of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMAND, unless (x) Borrower instructs Lender to make a Revolving Loan to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loan. All LC Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect to the issuance and administration of the Letters of Creditexceed $40,000,000. The form and substance of all Letters of Credit shall be subject denominated in Dollars and may be issued to Lender’s approvalsupport the obligations of the Company or any of the Subsidiary Guarantors. Lender may charge certain fees or commissions for Upon the issuance, handling, renewal or extension date of the issuance of a Letter of Credit, in addition the applicable Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation, to the fees payable extent of such Lender's Revolving Credit Percentage, in such Letter of Credit and the related Letter of Credit Liabilities. No Letter of Credit issued pursuant to Section 2.11this Agreement shall have an expiry date that exceeds the date which is five Business Days prior to the Revolving Credit Maturity Date. Borrower unconditionally guarantees Any Letter of Credit may give the payment beneficiary thereof the right to draw upon the Letter of Credit upon its expiry date. The Company and performance the Lenders agree that, as of the Closing Date, the Outstanding Letters of Credit shall for all obligations purposes of any Subsidiary with respect this Agreement be deemed to be Letters of Credit issued for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately deliver to Lender immediately available funds in an amount equal to 105% of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related under and pursuant to the Letters terms of Creditthis Agreement.

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, Lender Bank shall from time to time issue, extendupon two (2) Business Days prior written notice, extend or renew Letters letters of Credit credit for the account of Borrower and its Borrowers or their Subsidiaries; provided that (i) Borrower the aggregate face amount of Letters of Credit issued by Bank which are outstanding at any one time shall have given Lender not less than 5 Business Days’ written notice thereof; exceed $25,000,000, (ii) Lender Bank shall have no obligation to issue any Letter of CreditCredit if, if (A) doing so after giving effect thereto, the principal amount of all Revolver Loans and the Letter of Credit Obligations would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; and Revolver Commitment, (iii) all other conditions precedent to the issuance of each such Letter or Credit as set forth in this Agreement shall have been herein are satisfied or waived in writing by LenderBank and (iv) all Letters of Credit issued by Bank in favor of beneficiaries located in China, South Korea and Japan must contain an instruction to advise the Letter of Credit through Wachovia Bank, National Association. All payments made by Lender Bank under any Letter such Letters of Credit (whether or not a Borrower is the account party) and all fees, commissions, discounts, discounts and other amounts owed or to be owed to Lender Bank in connection therewith, shall be paid ON DEMANDon demand, unless (x) Borrower Agent instructs Lender Bank to make a Revolving Revolver Loan to pay such amount, (y) Lender Bank agrees to do so, and (z) sufficient Excess Availability exists the necessary amount remains available to make such Revolving Loanbe drawn as a Revolver Loan hereunder. All LC Letter of Credit Obligations shall be secured by the Collateral. Borrower Borrowers shall complete and sign such applications and supplemental agreements execute the Letter of Credit Documents and provide such other documentation as Lender Bank may require including any documents that Bank may require in respect to the issuance and administration of the Letters of Creditconnection with Bank's "Cyberimport" internet trade payables platform. The form and substance of all Letters of Credit Credit, including expiration dates, shall be subject to Lender’s Bank's approval, which shall not be unreasonably withheld or delayed, and Bank shall have no obligation to issue any Letter of Credit which has a maturity date later than ten (10) days prior to the Termination Date. Lender Bank may charge certain its normal scheduled fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, . Subject in addition to the fees payable pursuant all events to Section 2.11. Borrower 11.8, Borrowers unconditionally guarantees the payment and performance of guarantee all obligations of any Subsidiary with respect to Letters of Credit issued by Bank for the account of such Subsidiary. Upon Lender’s request during the existence of an a Default or Event of Default, Borrower shall immediately Borrowers shall, on demand, deliver to Lender immediately available Bank good funds in an amount equal to 105% of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Bank's maximum liability under all outstanding Letters of Credit, to be held as cash Collateral for Borrowers' reimbursement obligations and other Obligations. Nothing contained in any agreements between Bank (or any of its Affiliates) and any Borrower shall be construed to require any Borrower to utilize Bank (or any of its Affiliates) as the issuing bank with respect to any letters of credit.

Issuance of Letters of Credit. Subject to the terms and conditions hereof, the Line of Credit, at the option of Borrower upon delivery of a proper Letter of Credit Application, in the form prescribed by Bank, may also be utilized in the form of Letters of Credit issued by Bank for the account of Borrower. Each Letter of Credit shall have an expiration date not later than twelve (12) months from the date of issuance. The aggregate of the Letters of Credit outstanding at any time plus the aggregate amount of unreimbursed drawings under the Letters of Credit shall not exceed the lesser of the unborrowed available portion of the Line of Credit or One Million Dollars ($1,000,000). The amount of any Letter of Credit outstanding at any time for all purposes hereof shall be the maximum amount which could be drawn thereunder under any circumstances from and after the date of determination. The Letters of Credit and each unreimbursed drawing thereunder shall count against and reduce the available amount under the Line of Credit by the amount of any Letter of Credit outstanding unless and until such Letter of Credit expires by its terms or otherwise terminates or the amount of a drawing thereunder is reimbursed, in which event the Line of Credit shall be reinstated by the amount of such Letter of Credit or the amount of such reimbursement, as the case may be. Each such Letter of Credit shall conform to the general requirements of Bank for the issuance of such credits, as to form and substance, shall be subject to the Uniform Customs and Practices for Documentary Credits (1993 Revision) International Chamber of Commerce Publication No. 500 and shall be a letter of credit which Bank may lawfully issue. If and to the extent a drawing is at any time made under any Letter of Credit, Borrower agrees to pay to Bank immediately and unconditionally upon demand for reimbursement, in lawful money of the United States, an amount equal to each amount which shall be so drawn, together with interest from the date of such drawing to and including the date such payment is reimbursed to Bank or converted to an Advance under the Line of Credit as provided herein. Until demand for reimbursement, such interest shall be calculated at a variable per annum rate equal to the Prime Rate plus the Applicable Margin, and interest shall be calculated after such demand at a variable per annum rate equal to the Prime Rate plus the Applicable Margin plus Four Percent (4%). All such interest shall be calculated on the basis that an entire year’s interest is earned in three hundred sixty (360) days. Bank shall convert automatically the reimbursement obligations of Borrower arising out of any such drawing into Advances under the Line of Credit so long as the Line of Credit has not expired, and Borrower hereby irrevocably authorizes Bank to refinance, without notice to Borrower, the reimbursement obligation of Borrower arising out of any such drawing into Advances under the Line of Credit, evidenced by the Credit Note and for all purposes under, on and subject to the terms and conditions of this Agreement, Lender shall from time without regard to time issue, extend, or renew Letters the conditions precedent to making an Advance under the Line of Credit for or to any requirement of this Agreement that each Advance be a minimal amount or multiple. This Agreement and the account other Loan Documents shall supersede any terms of any letter of credit applications or other documents which are irreconcilably inconsistent with the terms hereof or thereof. Borrower agrees to pay to Bank, at the time of issuance, Letter of Credit fees equal to the Applicable Fee of the face amount of each commercial Letter of Credit and its Subsidiaries; provided that (i) Borrower shall have given Lender not less than 5 Business Days’ written notice thereof; (ii) Lender shall have no obligation to issue any the Applicable Fee per annum of each standby Letter of Credit, if (A) doing so would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested . Such Letter of Credit would occur after fees shall be due and payable upon issuance and thereafter quarterly in advance on the date specified in clause (a) of the definition of Revolving Loan Termination Date; and (iii) all other conditions precedent to the issuance first day of each such Letter or Credit set forth in this Agreement shall have been satisfied or waived in writing by Lender. All payments made by Lender under any Letter of Credit (whether or not Borrower is the account party) calendar quarter and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMAND, unless calculated on the basis that an entire year consists of three hundred sixty (x360) Borrower instructs Lender to make a Revolving Loan to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loandays. All LC Obligations Such fees shall not be secured by the Collateralreduced or refundable for any reason. Borrower shall complete also pay Bank’s reasonable and sign such applications customary costs of issuing, servicing, and supplemental agreements and provide such other documentation as Lender may require in respect to the issuance and administration of negotiating draws under the Letters of Credit. The form and substance of all Letters of Credit shall be subject Borrower hereby authorizes Bank to Lender’s approval. Lender may charge certain collect such fees or commissions for by deducting the issuance, handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees the payment and performance of all obligations of amount thereof from any Subsidiary with respect to Letters of Credit issued for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately deliver to Lender immediately available funds in an amount equal to 105% of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Letters of Creditat Bank.

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, Lender Bank shall from time to time issue, extendupon five (5) Business Days prior written notice, extend or renew Letters of Credit for the account of Borrower and its SubsidiariesBorrowers; provided that (i) Borrower the aggregate face amount of Letters of Credit issued by Bank which are outstanding at any one time shall have given Lender not less than 5 Business Days’ written notice thereof; exceed $5,000,000, (ii) Lender Bank shall have no obligation to issue any Letter of CreditCredit if, if (A) doing so after giving effect thereto, the principal amount of all Revolver Loans and all Letter of Credit Obligations would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; Revolver Commitment, and (iii) all other conditions precedent to the issuance of each such Letter or of Credit as set forth in this Agreement shall have been herein are satisfied or waived in writing by LenderBank. All payments made by Lender Bank under any Letter such Letters of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts, discounts and other amounts owed or to be owed to Lender Bank in connection therewith, shall be paid ON DEMANDon demand, unless (x) Borrower instructs Lender Borrowers instruct Bank to make a Revolving Revolver Loan to pay such amount, (y) Lender Bank agrees to do so, and (z) sufficient Excess Availability exists the necessary amount remains available to make such Revolving Loanbe drawn as a Revolver Loan hereunder. All LC Letter of Credit Obligations shall be secured by the Collateral. Borrower Borrowers shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender Bank may require in respect to the issuance and administration of the Letters of Credit. The form and substance of all Letters of Credit Credit, including expiration dates, shall be subject to LenderBank’s approval, and Bank shall have no obligation to issue any Letter of Credit or accept any Letter of Credit which has a maturity date later than the Termination Date. Lender Bank may charge certain its standard fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Each Borrower unconditionally guarantees the payment and performance of all obligations of any Subsidiary with respect to Letters of Credit issued by Bank for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately Borrowers shall, on demand, deliver to Lender immediately available Bank good funds in an amount equal to 105% of the LC ObligationsBank’s maximum liability under all outstanding Letters of Credit, which Lender shall hold to be held as cash collateral for the payment of Obligations related to the Letters of CreditBorrowers’ reimbursement obligations and other Obligations.

Issuance of Letters of Credit. Subject to the terms and conditions hereof, the Line of Credit, at the option of Borrower upon delivery of a proper Letter of Credit Application, in the form prescribed by Bank, may also be utilized in the form of Letters of Credit issued by Bank for the account of Borrower. Each Letter of Credit shall have an expiration date not later than twelve (12) months from the date of issuance. The aggregate of the Letters of Credit outstanding at any time plus the aggregate amount of unreimbursed drawings under the Letters of Credit shall not exceed the lesser of the unborrowed available portion of the Line of Credit or Three Million Eight Hundred Thousand Dollars ($3,800,000). The amount of any Letter of Credit outstanding at any time for all purposes hereof shall be the maximum amount which could be drawn thereunder under any circumstances from and after the date of determination. The Letters of Credit and each unreimbursed drawing thereunder shall count against and reduce the available amount under the Line of Credit by the amount of any Letter of Credit outstanding unless and until such Letter of Credit expires by its terms or otherwise terminates or the amount of a drawing thereunder is reimbursed, in which event the Line of Credit shall be reinstated by the amount of such Letter of Credit or the amount of such reimbursement, as the case may be. Each such Letter of Credit shall conform to the general requirements of Bank for the issuance of such credits, as to form and substance, shall be subject to the Uniform Customs and Practices for Documentary Credits (1993 Revision) International Chamber of Commerce Publication No. 500 or International Standby Practices Publication 590 of the International Chamber of Commerce and shall be a letter of credit which Bank may lawfully issue. If and to the extent a drawing is at any time made under any Letter of Credit, Borrower agrees to pay to Bank immediately and unconditionally upon demand for reimbursement, in lawful money of the United States, an amount equal to each amount which shall be so drawn, together with interest from the date of such drawing to and including the date such payment is reimbursed to Bank or converted to an Advance under the Line of Credit as provided herein. Until demand for reimbursement, such interest shall be calculated at a variable per annum rate equal to the Prime Rate plus the Applicable Margin, and interest shall be calculated after such demand at a variable per annum rate equal to the Prime Rate plus the Applicable Margin plus Four Percent (4%). All such interest shall be calculated on the basis that an entire year’s interest is earned in three hundred sixty (360) days. Bank shall convert automatically the reimbursement obligations of Borrower arising out of any such drawing into Advances under the Line of Credit so long as the Line of Credit has not expired, and Borrower hereby irrevocably authorizes Bank to refinance, without notice to Borrower, the reimbursement obligation of Borrower arising out of any such drawing into Advances under the Line of Credit, evidenced by the Credit Note and for all purposes under, on and subject to the terms and conditions of this Agreement, Lender shall from time without regard to time issue, extend, or renew Letters the conditions precedent to making an Advance under the Line of Credit for or to any requirement of this Agreement that each Advance be a minimal amount or multiple. This Agreement and the account other Loan Documents shall supersede any terms of any letter of credit applications or other documents which are irreconcilably inconsistent with the terms hereof or thereof. Borrower agrees to pay to Bank, at the time of issuance, Letter of Credit fees equal to the Applicable Fee of the face amount of each commercial Letter of Credit and its Subsidiaries; provided that (i) Borrower shall have given Lender not less than 5 Business Days’ written notice thereof; (ii) Lender shall have no obligation to issue any the Applicable Fee per annum of each standby Letter of Credit, if (A) doing so would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested . Such Letter of Credit would occur after fees shall be due and payable upon issuance and thereafter quarterly in advance on the date specified in clause (a) of the definition of Revolving Loan Termination Date; and (iii) all other conditions precedent to the issuance first day of each such Letter or Credit set forth in this Agreement shall have been satisfied or waived in writing by Lender. All payments made by Lender under any Letter of Credit (whether or not Borrower is the account party) calendar quarter and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMAND, unless calculated on the basis that an entire year consists of three hundred sixty (x360) Borrower instructs Lender to make a Revolving Loan to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loandays. All LC Obligations Such fees shall not be secured by the Collateralreduced or refundable for any reason. Borrower shall complete also pay Bank’s reasonable and sign such applications customary costs of issuing, servicing, and supplemental agreements and provide such other documentation as Lender may require in respect to the issuance and administration of negotiating draws under the Letters of Credit. The form and substance of all Letters of Credit shall be subject Borrower hereby authorizes Bank to Lender’s approval. Lender may charge certain collect such fees or commissions for by deducting the issuance, handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees the payment and performance of all obligations of amount thereof from any Subsidiary with respect to Letters of Credit issued for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately deliver to Lender immediately available funds in an amount equal to 105% of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Letters of Creditat Bank.

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, Lender Bank shall from time to time issue, extendupon five (5) Business Days prior written notice, extend or renew Letters letters of Credit credit for the account of Borrower and or its Subsidiaries; provided that (i) the aggregate face amount of Letters of Credit issued by Bank which are outstanding at any one time shall not exceed $2,000,000 at all times during which Borrower shall have given Lender not less than 5 Business Days’ written notice thereof; has elected that the Borrowing Base to be determined using Borrowing Base Option A and $8,000,000 at all times during which Borrower has elected that the Borrowing Base to be determined using Borrowing Base Option B, (ii) Lender Bank shall have no obligation to issue any Letter of CreditCredit if, if (A) doing so after giving effect thereto, the principal amount of all Revolver Loans and the Letter of Credit Obligations would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; Revolver Commitment, and (iii) all other conditions precedent to the issuance of each such Letter or Credit as set forth in this Agreement shall have been herein are satisfied or waived in writing by LenderBank. All payments made by Lender Bank under any Letter such Letters of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts, discounts and other amounts owed or to be owed to Lender Bank in connection therewith, shall be paid ON DEMANDon demand, unless (x) Borrower instructs Lender Bank to make a Revolving Revolver Loan to pay such amount, (y) Lender Bank agrees to do so, and (z) sufficient Excess Availability exists the necessary amount remains available to make such Revolving Loanbe drawn as a Revolver Loan hereunder. All LC Letter of Credit Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender Bank may require in respect to the issuance and administration of the Letters of Creditrequire. The form and substance of all Letters of Credit Credit, including expiration dates, shall be subject to LenderBank’s approval, and Bank shall have no obligation to issue any Letter of Credit which has a maturity date later than ten (10) days prior to the Termination Date. Lender Bank may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees the payment and performance of all obligations of any Subsidiary with respect to Letters of Credit issued by Bank for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of a Default, Borrower shall immediately shall, on demand, deliver to Lender immediately available Bank good funds in an amount equal to 105% of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Bank’s maximum liability under all outstanding Letters of Credit, to be held as cash Collateral for Borrower’s reimbursement obligations and other Obligations.

Issuance of Letters of Credit. Subject to the terms and conditions hereof, NBD agrees, upon proper Application, to issue on behalf of the Lenders from time to time prior to the Facility Termination Date, Letters of Credit for the account of Borrower. The Letters of Credit shall have an expiration date not later than the earlier of (a) one year from the date of issuance or (b) five days before the expiration of the Facility Termination Date. The aggregate of the Letters of Credit outstanding plus the aggregate amount of unreimbursed drawings under the Letters of Credit shall not exceed Ten Million Dollars ($10,000,000). The amount of any Letter of Credit outstanding at any time for all purposes hereof shall be the maximum amount which could be drawn thereunder under any circumstances from and after the date of determination. Each Letter of Credit issued pursuant to this Agreement and each unreimbursed drawing thereunder shall count against and reduce the Revolving Loan Commitments by the amount of such Letter of Credit outstanding unless and until such Letter of Credit expires by its terms or otherwise terminates or the amount of a drawing thereunder is reimbursed, in which event the Revolving Loan Commitments shall be reinstated by the amount of such Letter of Credit or the amount of such reimbursement, as the case may be. Each such Letter of Credit shall be issued pursuant to a Letter of Credit Application and shall conform to the general requirements of NBD for the issuance of such credits, as to form and substance, shall be subject to the Uniform Customs and Practices for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 and shall be a letter of credit which NBD may lawfully issue. Each payment of a Letter of Credit by NBD shall be reimbursed by Advances under the Revolving Loan Commitments evidenced by the Revolving Credit Notes. If and to the extent a drawing is at any time made under any Letter of Credit, NBD shall notify Borrower, the Agent and the other Lenders of such draw and Borrower agrees to pay to NBD immediately and unconditionally upon demand for reimbursement, in lawful money of the United States, an amount equal to each amount which shall be so drawn, together with interest from the date of such drawing to and including the date such payment is reimbursed to NBD or converted to Revolving Loans as provided herein. Until demand for reimbursement, such interest shall be calculated at a variable rate per annum equal to the Alternate Base Rate plus the Applicable Margin for ABR Loans, and interest shall be calculated after such demand at a variable rate per annum equal to the Alternate Base Rate plus the Applicable Margin for ABR Loans plus Two Percent (2%). All such interest shall be calculated on the basis that an entire year's interest is earned in three hundred sixty (360) days. In the event that a drawing under any Letter of Credit is not reimbursed by Borrower by 11:00 A.M. (Indianapolis time) on the first Business Day after such drawing, NBD shall promptly notify the Agent and the other Lenders by 12:00 Noon (Indianapolis time) that Advances under the Revolving Loan Commitments are required to reimburse NBD. Borrower hereby irrevocably authorizes the Lenders to refinance, without notice to Borrower, the reimbursement Obligation of Borrower arising out of any such drawing into Revolving Loans, evidenced by the Revolving Credit Notes and for all purposes under, on and subject to the terms and conditions of this Agreement, Lender shall from time but without regard to time issue, extend, or renew Letters of Credit for the account of Borrower and its Subsidiaries; provided that (i) Borrower shall have given Lender not less than 5 Business Days’ written notice thereof; (ii) Lender shall have no obligation conditions precedent to issue any Letter of Credit, if (A) doing so would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and making an Advance under the Revolving Loan Commitment Commitments or (2) the LC Obligations to exceed $0 or (B) the expiration date any requirement of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of this Agreement that each Revolving Loan Termination Datebe in a minimum amount or multiple; and (iii) all other provided, however, that an Advance under the Revolving Loan Commitments in spite of Borrower's failure to satisfy any conditions precedent to making an Advance shall not constitute a waiver of any Default by the issuance Lenders. This Agreement and the other Loan Documents shall supersede any terms of each such Letter or Credit set forth in this Agreement shall have been satisfied or waived in writing by Lender. All payments made by Lender under any Letter of Credit Applications or other documents which are irreconcilably inconsistent with the terms hereof or thereof. By 2:00 P.M. (whether or not Borrower is Indianapolis time) on the account party) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMAND, unless (x) Borrower instructs Lender to make a date the Lenders have received notice that Advances under the Revolving Loan Commitments are required to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loan. All LC Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect to the issuance and administration of reimburse NBD for draws under the Letters of Credit, each Lender severally agrees to make its portion of the Revolving Loan then being made by making available to the Agent, either by wire transfer to the Agent's main office in Indianapolis, Indiana, or by deposit to any correspondent account which the Agent may maintain with that Lender, the amount to be advanced by such Lender. The form and substance of all By 2:30 P.M. (Indianapolis time) on such date, the Agent shall reimburse NBD, but only from funds received by the Agent, the amount paid on Letters of Credit shall be subject that date, either by wire transfer or by deposit to Lender’s approval. Lender may charge certain fees NBD's correspondent account with the Agent (or commissions for as otherwise agreed between NBD and the issuance, handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees the payment and performance of all obligations of any Subsidiary with respect to Letters of Credit issued for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately deliver to Lender immediately available funds in an amount equal to 105% of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Letters of CreditAgent).

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, Lender shall from time to time issue, extend, or renew Letters of Credit for the account of Borrower and its Subsidiaries; provided that (i) The Borrower shall have given Lender give the Administrative Agent not less than 5 five Business Days’ Days prior written notice thereof; (ii) Lender shall have no obligation to issue any Letter of Credit, if (A) doing so would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; and (iii) all other conditions precedent to a request for the issuance of each such Letter or Credit set forth in this Agreement shall have been satisfied or waived in writing by Lender. All payments made by Lender under any Letter of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMAND, unless (x) Borrower instructs Lender to make a Revolving Loan to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loan. All LC Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect to the issuance and administration of the Letters of Credit. The form and substance of all Letters of Credit shall be subject to Lender’s approval. Lender may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition and the Administrative Agent shall promptly notify each Lender of such request. Upon receipt of the Borrower's properly completed and duly executed Applications, and subject to the fees payable pursuant terms of such Applications and to Section 2.11. the terms of this Agreement, the Administrative Agent agrees to issue Letters of Credit on behalf of the Borrower unconditionally guarantees in an aggregate face amount not in excess of the payment lesser of (a) Letter of Credit Commitment and performance (b) the remainder of the Revolver Commitment minus the sum of all outstanding Revolver Advances plus the aggregate face amount of all outstanding Letters of Credit. No Letter of Credit shall have a maturity extending beyond the earliest of (i) the Maturity Date, or (ii) one year from the date of its issuance, or (iii) such earlier date as may be required to enable the Borrower to satisfy its repayment obligations under Section 2.06 hereof. Subject to such maturity limitations and so long as no Default or Event of Default has occurred and is continuing or would result from the renewal of a Letter of Credit, the Letters of Credit may be renewed by the Administrative Agent in its discretion. The Lenders shall participate ratably in any liability under the Letters of Credit and in any unpaid reimbursement obligations of any Subsidiary the Borrower with respect to any Letter of Credit in their Revolver Specified Percentages. The amount of the Letters of Credit issued for and outstanding and the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately deliver to Lender immediately available funds in an amount equal to 105% unpaid reimbursement obligations of the LC ObligationsBorrower for such Letters of Credit shall reduce the amount of Revolver Commitment available, which Lender so that at no time shall hold as cash collateral for the payment sum of Obligations (i) all outstanding Revolver Advances in the aggregate, plus (ii) the aggregate face amount of all outstanding Letters of Credit, plus (iii) (without duplication) all outstanding reimbursement obligations related to Letters of Credit, exceed the Revolver Commitment, and at no time shall the sum of all Revolver Advances by any Lender made plus its ratable share of amounts available to be drawn under the Letters of CreditCredit and the unpaid reimbursement obligations of the Borrower in respect of such Letters of Credit exceed its Revolver Specified Percentage of the Revolver Commitment.

Issuance of Letters of Credit. The Borrowers acknowledge and agree that all “Letters of Credit” defined in and outstanding under the A&R Credit Agreement shall constitute Letters of Credit issued and outstanding under the terms of this Agreement. Subject to the terms hereof, Parent, on behalf of the Borrowers, may request Bank, on the terms and conditions hereinafter set forth, to issue, and Bank shall issue, additional Letters of Credit for the account of the Borrowers from time to time on any Business Day in an aggregate Available Amount for all Letters of Credit not to exceed at any time the Letter of Credit Commitment on such Business Day. No Letter of Credit shall have an expiration date (including all rights of the Borrowers or the beneficiary to require renewal) later than the earlier of (i) thirty (30) days before the Revolver Loan Maturity Date, or (ii) one year after the date of issuance thereof, but excluding customary “evergreen” Letters of Credit so long as Borrowers deliver to Bank, not later than (30) days before the Revolver Loan Maturity Date in the case of any “evergreen” Letter of Credit having an expiration date later than the Revolver Loan Maturity Date, immediately available funds equal to 105% of the Letter of Credit Exposure to be held as cash collateral for Borrowers’ reimbursement obligations with respect to the Letters of Credit and all other Obligations. In order for a Letter of Credit to be issued, a Parent’s Representative shall deliver a Notice of Issuance to Bank not later than 10:30 a.m. (Atlanta, Georgia time) on a date not less than three (3) Business Days prior to the date the issuance of such Letter of Credit is sought, such Notice of Issuance to be accompanied by the form of the Letter of Credit to be issued. If (i) the requested form of such Letter of Credit is acceptable to Bank in its discretion, and (ii) if required by Bank, upon execution and delivery of a Letter of Credit Agreement in the form of Bank’s standard application for standby letter of credit in form and substance satisfactory to Bank, Bank will, subject to the other terms and conditions of this Agreement, Lender shall from time to time issue, extend, or renew Letters of Credit for the account of Borrower and its Subsidiaries; provided that (i) Borrower shall have given Lender not less than 5 Business Days’ written notice thereof; (ii) Lender shall have no obligation to issue any such Letter of Credit, if (A) doing so would cause (1) . In the Working Capital Obligations to exceed the lesser of the Borrowing Base event and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; and (iii) all other conditions precedent to the issuance extent that the provisions of each such Letter or Credit set forth in this Agreement shall have been satisfied or waived in writing by Lender. All payments made by Lender under any Letter of Credit (whether or not Borrower is Agreement shall conflict with this Agreement, the account party) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, provisions of this Agreement shall be paid ON DEMAND, unless (x) Borrower instructs Lender to make a Revolving Loan to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loan. All LC Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect to the issuance and administration of the Letters of Credit. The form and substance of all Letters of Credit shall be subject to Lender’s approval. Lender may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees the payment and performance of all obligations of any Subsidiary with respect to Letters of Credit issued for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately deliver to Lender immediately available funds in an amount equal to 105% of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Letters of Creditgovern.

Issuance of Letters of Credit. Subject to the terms and conditions hereof, the Lender agrees, upon receipt of a completed and executed proper application, to issue from time to time during the Revolving Commitment Period, commercial and standby Letters of Credit for the account of Borrower. The Letters of Credit shall not be payable to the beneficiary thereof less than One (1) Banking Day after presentment for payment. The commercial Letters of Credit shall have an expiration date not later than the earlier of six months from the date of issuance or one day before the expiration of the Revolving Commitment Period. The standby Letters of Credit shall have an expiration date not later than one day before the expiration of the Revolving Commitment Period. The aggregate of the Letters of Credit outstanding plus the aggregate amount of unreimbursed drawings under the Letters of Credit shall not exceed Ten Million Dollars ($10,000,000). The amount of any Letter of Credit outstanding at any time for all purposes hereof shall be the maximum amount which could be drawn thereunder under any circumstances from and after the date of determination. Each Letter of Credit issued pursuant to this Agreement and each unreimbursed drawing thereunder shall count against and reduce the Revolving Commitment by the amount of such Letter of Credit outstanding unless and until such Letter of Credit expires by its terms or otherwise terminates or the amount of a drawing thereunder is reimbursed, in which event the Revolving Commitment shall be reinstated by the amount of such Letter of Credit or the amount of such reimbursement, as the case may be. Each such Letter of Credit shall conform to the general requirements of the Lender for the issuance of such credits, as to form and substance, shall be subject to the Uniform Customs and Practices for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 and shall be a letter of credit which the Lender may lawfully issue. Each payment of a Letter of Credit by the Lender shall be reimbursed by Advances under the Revolving Commitment evidenced by the Revolving Note. If and to the extent a drawing is at any time made under any Letter of Credit, the Lender shall notify Borrower of such draw and Borrower agrees to pay to the Lender immediately and unconditionally upon demand for reimbursement, in lawful money of the United States, an amount equal to each amount which shall be so drawn, together with interest from the date of such drawing to and including the date such payment is reimbursed to the Lender or converted to Revolving Commitment as provided herein. Until demand for reimbursement, such interest shall be calculated at a variable rate per annum equal to the Alternate Base Rate, and interest shall be calculated after such demand at a variable rate per annum equal to the Alternate Base Rate plus Three Percent (3%). All such interest shall be calculated on the basis that an entire year's interest is earned in Three Hundred Sixty (360) days. Borrower hereby irrevocably authorizes the Lender to refinance, without notice to Borrower, the reimbursement Obligation of Borrower arising out of any such drawing into Revolving Loans, evidenced by the Revolving Note and for all purposes under, on and subject to the terms and conditions of this Agreement, Lender shall from time but without regard to time issue, extend, or renew Letters of Credit for the account of Borrower and its Subsidiaries; provided that (i) Borrower shall have given Lender not less than 5 Business Days’ written notice thereof; (ii) Lender shall have no obligation to issue any Letter of Credit, if (A) doing so would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; and (iii) all other conditions precedent to making an Advance under the issuance Revolving Commitment or to any requirement of each such Letter or Credit set forth in this Agreement that each Revolving Loan be in a minimum amount or multiple; provided, however, that an Advance under the Revolving Commitment in spite of Borrower's failure to satisfy any conditions precedent to making an Advance shall have been satisfied or waived in writing not constitute a waiver of any Default by the Lender. All payments made by Lender under This Agreement and the other Loan Documents shall supersede any Letter of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMAND, unless (x) Borrower instructs Lender to make a Revolving Loan to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loan. All LC Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect to the issuance and administration of the Letters of Credit. The form and substance of all Letters of Credit shall be subject to Lender’s approval. Lender may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees the payment and performance of all obligations terms of any Subsidiary letter of credit applications or other documents which are irreconcilably inconsistent with respect to Letters of Credit issued for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately deliver to Lender immediately available funds in an amount equal to 105% of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Letters of Creditterms hereof or thereof.

Issuance of Letters of Credit. Subject to the terms and conditions and relying on the representations and warranties herein set forth, Chase Manhattan Bank Delaware agrees to continue outstanding until expiration each of this Agreementthe Letters of Credit issued by it and listed on Schedule 2.9.1(A) and to be an Issuing Bank solely with respect to such Letters of Credit. Subject to the terms and conditions and relying on the representations and warranties herein set forth, Lender shall ABN AMRO Bank N.V. agrees to continue outstanding until expiration each of the Letters of Credit issued by it and listed on Schedule 2.9.1(B). Borrower may request the issuance of a letter of credit (each a "Letter of Credit") on behalf of itself or on behalf of any other Loan Party (provided that Borrower is the account party thereon) by delivering to the Agent at its Principal Office in New York and to the Issuing Bank a completed application and agreement for letters of credit in such form as the Issuing Bank may specify from time to time issueby no later than 10:00 a.m., extendNew York time, at least three (3) Business Days, or renew Letters of Credit for such shorter period as may be agreed to by the account of Borrower and its Subsidiaries; provided that (i) Borrower shall have given Lender not less than 5 Business Days’ written notice thereof; (ii) Lender shall have no obligation to issue any Letter of CreditIssuing Bank, if (A) doing so would cause (1) the Working Capital Obligations to exceed the lesser in advance of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration proposed date of such requested issuance. Each Letter of Credit would occur after shall be either a Standby Letter of Credit or a Commercial Letter of Credit and shall be denominated in Dollars or if a different currency is requested by the date specified Borrower, a currency satisfactory to the Issuing Bank. Subject to the terms and conditions hereof and in clause (a) reliance on the agreements of the definition of Revolving Loan Termination Date; and (iii) all other conditions precedent to the issuance of each such Letter or Credit Banks set forth in this Agreement shall have been satisfied or waived in writing by Lender. All payments made by Lender under any Section 2.9, the Issuing Bank will issue a Letter of Credit provided that each Letter of Credit shall expire no later than twenty (whether or not Borrower is the account party20) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMAND, unless (x) Borrower instructs Lender to make a Revolving Loan to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loan. All LC Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect Business Days prior to the issuance Revolving Credit Expiration Date and administration of provided that in no event shall (i) the Letters of Credit. The form and substance of all Letters Credit Outstanding exceed, at any one time, $85,000,000 or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments If on any date the aggregate Letter of Credit Outstandings, in the equivalent amount of US Dollars at exchange rates then prevailing and available to the Agent, exceed $85,000,000 (such excess amount, calculated at any time and from time to time, being referred to herein as the "Exchange Rate L/C Excess Amount"), the Borrower shall be subject to Lender’s approval. Lender may charge certain fees or commissions thereupon deposit in a interest-bearing account with the Agent (the "L/C Cash Collateral Account"), as cash collateral for the issuance, handling, renewal or extension of a its Letter of CreditCredit Obligations under the Loan Documents, in addition to the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees the payment and performance of all obligations of any Subsidiary with respect to Letters of Credit issued for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately deliver to Lender immediately available funds in an amount equal to 105% of the LC ObligationsExchange Rate L/C Excess Amount, which Lender shall hold as cash collateral and the Borrower hereby pledges to the Agent for the payment benefit of Obligations related each Issuing Bank, and grants to the Letters Agent for the benefit of Crediteach Issuing Bank a security interest in, all such cash, deposit, and account, and the proceeds thereof, as security for such Letter of Credit Obligations.

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, Lender shall from time to time issue, extend, or renew Letters of Credit for the account of Borrower and its Subsidiaries; provided that (i) The Borrower shall have given Lender give the Administrative Agent not less than 5 five Business Days’ Days prior written notice thereof; (ii) Lender shall have no obligation to issue any Letter of Credit, if (A) doing so would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; and (iii) all other conditions precedent to a request for the issuance of each such Letter or Credit set forth in this Agreement shall have been satisfied or waived in writing by Lender. All payments made by Lender under any Letter of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMAND, unless (x) Borrower instructs Lender to make a Revolving Loan to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loan. All LC Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect to the issuance and administration of the Letters of Credit. The form and substance of all Letters of Credit shall be subject to Lender’s approval. Lender may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition and the Administrative Agent shall promptly notify each Lender of such request. Upon receipt of the Borrower's properly completed and duly executed Applications, and subject to the fees payable pursuant terms of such Applications and to Section 2.11. the terms of this Agreement, the Administrative Agent agrees to issue Letters of Credit on behalf of the Borrower unconditionally guarantees in an aggregate face amount not in excess of the payment lesser of (a) Letter of Credit Commitment and performance (b) the remainder of the Available Commitment minus the sum of all outstanding Advances plus the aggregate face amount of all outstanding Letters of Credit, including without limitation, the Bond Letter of Credit. No Letter of Credit shall have a maturity extending beyond the earliest of (i) the Maturity Date, or (ii) one year from the date of its issuance, or (iii) such earlier date as may be required to enable the Borrower to satisfy its repayment obligations under Section 2.06 hereof. Subject to such maturity limitations and so long as no Default or Event of Default has occurred and is continuing or would result from the renewal of a Letter of Credit, the Letters of Credit may be renewed by the Administrative Agent in its discretion. The Lenders shall participate ratably in any liability under the Letters of Credit and in any unpaid reimbursement obligations of any Subsidiary the Borrower with respect to any Letter of Credit in their Specified Percentages. The amount of the Letters of Credit (including, without limitation, the Bond Letter of Credit) issued for and outstanding and the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately deliver to Lender immediately available funds in an amount equal to 105% unpaid reimbursement obligations of the LC ObligationsBorrower for such Letters of Credit shall reduce the amount of the Available Commitment available, which Lender so that at no time shall hold as cash collateral for the payment sum of Obligations (i) all outstanding Advances in the aggregate, plus (ii) the aggregate face amount of all outstanding Letters of Credit (including, without limitation, the Bond Letter of Credit), plus (iii) (without duplication) all outstanding reimbursement obligations related to Letters of Credit, exceed the Available Commitment, and at no time shall the sum of all Advances by any Lender made plus its ratable share of amounts available to be drawn under the Letters of Credit (including, without limitation, the Bond Letter of Credit) and the unpaid reimbursement obligations of the Borrower in respect of such Letters of Credit exceed its Specified Percentage of the Available Commitment.

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, Lender Bank shall from time to time issue, extendupon five (5) Business Days prior written notice, extend or renew Letters of Credit for the account of Borrower and its SubsidiariesCredit; provided that (i) Borrower the aggregate face amount of Letters of Credit issued by Bank which are outstanding at any one time shall have given Lender not less than 5 Business Days’ written notice thereof; exceed $1,000,000, (ii) Lender Bank shall have no obligation to issue any Letter of CreditCredit if, if (A) doing so after giving effect thereto, the principal amount of all Revolver Loans and the Letter of Credit Obligations would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; Revolver Commitment, and (iii) all other conditions precedent to the issuance of each such Letter or Credit as set forth in this Agreement shall have been herein are satisfied or waived in writing by LenderBank. All payments made by Lender Bank under any Letter such Letters of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts, discounts and other amounts owed or to be owed to Lender Bank in connection therewith, shall be paid ON DEMANDon demand, unless (x) Borrower instructs Lender Bank to make a Revolving Revolver Loan to pay such amount, (y) Lender Bank agrees to do so, and (z) sufficient Excess Availability exists the necessary amount remains available to make such Revolving Loanbe drawn as a Revolver Loan hereunder. All LC Letter of Credit Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender Bank may require in respect to the issuance and administration of the Letters of Creditrequire. The form and substance of all Letters of Credit Credit, including expiration dates, shall be subject to LenderBank’s approval, and Bank shall have no obligation to issue any Letter of Credit or accept any letter of credit application which has a maturity date later than the Termination Date. Lender Bank may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees the payment and performance of all obligations of any Subsidiary with respect to Letters of Credit issued by Bank for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of a Default, Borrower shall immediately shall, on demand, deliver to Lender immediately available Bank good funds in an amount equal to 105% of the LC Bank’s maximum liability under all outstanding Letters of Credit Obligations, which Lender shall hold to be held as cash collateral Collateral for the payment of Obligations related to the Letters of CreditBorrower’s reimbursement obligations and other Obligations.

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, Lender Bank shall from time to time issue, extendupon five (5) Business Days prior written notice, extend or renew Letters of Credit for the account of any Borrower and or its Subsidiaries; provided that (i) Borrower the aggregate face amount of Letters of Credit issued by Bank which are outstanding at any one time shall have given Lender not less than 5 Business Days’ written notice thereof; exceed $5,000,000, (ii) Lender Bank shall have no obligation to issue any Letter of CreditCredit if, if (A) doing so after giving effect thereto, the principal amount of all Revolver Loans and all Letter of Credit Obligations would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; Revolver Commitment, and (iii) all other conditions precedent to the issuance of each such Letter or Credit as set forth in this Agreement shall have been herein are satisfied or waived in writing by LenderBank. All payments made by Lender Bank under any Letter such Letters of Credit (whether or not a Borrower is the account party) and all fees, commissions, discounts, discounts and other amounts owed or to be owed to Lender Bank in connection therewith, shall be paid ON DEMANDon demand, unless (x) Borrower Borrowers' Representative instructs Lender Bank to make a Revolving Revolver Loan to pay such amount, (y) Lender Bank agrees to do so, and (z) sufficient Excess Availability exists the necessary amount remains available to make such Revolving Loanbe drawn as a Revolver Loan hereunder. All LC Letter of Credit Obligations shall be secured by the Collateral. Each Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender Bank may require in respect to the issuance and administration of the Letters of Credit. The form and substance of all Letters of Credit Credit, including expiration dates, shall be subject to Lender’s Bank's approval, and Bank shall have no obligation to issue any Letter of Credit or accept which has a maturity date later than the Termination Date. Lender Bank may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit. Borrowers unconditionally, in addition to the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees the payment jointly and performance of severally guaranty all obligations of any Subsidiary with respect to Letters of Credit issued by Bank for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of a Default, Borrower shall immediately Borrowers shall, on demand, deliver to Lender immediately available Bank good funds in an amount equal to 105% of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Bank's maximum liability under all outstanding Letters of Credit, to be held as cash Collateral for Borrowers' reimbursement obligations and other Obligations.

Issuance of Letters of Credit. Subject Each letter of credit issued pursuant to this Section 2.6, together with letter of credit no. 614971 in the face amount of $192,483 issued for the Borrower’s account pursuant to the Prior Loan Agreement, shall be deemed issued hereunder, shall be secured by all Collateral and shall be referred to herein as a “Letter of Credit.” No Letter of Credit shall be issued by the Letter of Credit Issuer if, after giving effect to the issuance of such Letter of Credit (i) the Letter of Credit Exposure would exceed the Letter of Credit Sublimit or (ii) the Revolving Term Facility Outstanding Amount would exceed the Aggregate Revolving Term Commitment Amount. The expiration date of any Letter of Credit shall not be later than the earlier of (A) one year after the date of issuance of such Letter of Credit and (B) sixty (60) days prior to the Revolving Term Commitment Termination Date. Each Letter of Credit will be issued under and pursuant to the terms and conditions of such Letter of Credit Documents as the Letter of Credit Issuer may reasonably require. The Borrower shall request each Letter of Credit upon not less than one (1) Business Day’s prior written application on the Letter of Credit Issuer’s standard form or such other form as may be agreed to by the Letter of Credit Issuer and the Borrower. If any of the terms of any Letter of Credit Document are inconsistent with the terms and provisions of this Agreement, Lender the terms and provisions of this Agreement shall from time to time issue, extend, or renew Letters of Credit for the account of Borrower and its Subsidiaries; provided that (i) Borrower shall have given Lender not less than 5 Business Days’ written notice thereof; (ii) Lender shall have no obligation to issue any Letter of Credit, if (A) doing so would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested govern. The Letter of Credit would occur after Issuer shall not be obligated to issue a Letter of Credit unless on the date of issuance all of the conditions precedent specified in clause (a) of the definition of Revolving Loan Termination Date; and (iii) all other conditions precedent to the issuance of each such Letter or Credit set forth in this Agreement Section 3.2 shall have been satisfied or waived in writing by Lender. All payments made by Lender under any as fully as if the issuance of such Letter of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMAND, unless (x) Borrower instructs Lender to make were a Revolving Loan to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving LoanTerm Advance. All LC Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect to the Promptly after issuance and administration of the Letters of Credit. The form and substance of all Letters of Credit shall be subject to Lender’s approval. Lender may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of CreditCredit pursuant hereto, in addition to the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees the payment and performance Administrative Agent shall so advise each Lender of all obligations of any Subsidiary relevant information with respect to Letters of Credit issued for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately deliver to Lender immediately available funds in an amount equal to 105% of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Letters of Creditthereto.

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, Lender and on the condition that aggregate Letter of Credit Liabilities shall never exceed $2,000,000.00, Borrower shall have the right to, in addition to Loans provided for in the Credit Agreement, utilize the Available Commitment from time to time issue, extend, or renew Letters before the Commitment Termination Date by obtaining the issuance of Credit letters of credit for the account of Borrower and its Subsidiaries; provided on behalf of Borrower by Issuer (such letters of credit, as any of them may be amended, supplemented, extended or confirmed from time to time, being herein collectively called the "Letters of Credit"). No Letter of Credit issued pursuant to this Agreement shall have an expiration date which is either (1) later than one year from date of issuance or (2) on or beyond the then-scheduled Commitment Termination Date. Any Letter of Credit that shall have an expiration date on or after the Commitment Termination Date shall be fully Covered or backed by a letter of credit in form and substance, and issued by an issuer, acceptable to Issuer and the Majority Lenders. Each request for the issuance of a Letter of Credit shall describe the proposed terms of such Letter of Credit and the nature of the transaction proposed to be supported thereby, and shall be accompanied by such additional information regarding such transaction as Issuer, Agent or any Lender may reasonably request. No Letter of Credit may be issued if after giving effect thereto the sum of (i) Borrower shall have given Lender not less than 5 Business Days’ written notice thereof; the aggregate outstanding principal amount of Loans plus (ii) Lender the aggregate Letter of Credit Liabilities would exceed the Maximum Commitment. Borrower shall have no obligation be irrevocably and unconditionally obligated to issue immediately reimburse Issuer for any amount paid by Issuer upon any drawing under any Letter of Credit, if (A) doing so would cause (1) the Working Capital Obligations without presentment, demand, protest or other formalities of any kind, all of which are hereby waived. Such reimbursement may, subject to exceed the lesser satisfaction of the Borrowing Base and conditions in the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; and (iii) all other conditions precedent to the issuance of each such Letter or Credit set forth in this Agreement shall have been satisfied or waived in writing by Lender. All payments Agreement, be made by Lender under any Letter the borrowing of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMAND, unless (x) Borrower instructs Lender to make a Revolving Loan to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loan. All LC Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect to the issuance and administration of the Letters of Credit. The form and substance of all Letters of Credit shall be subject to Lender’s approval. Lender may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees the payment and performance of all obligations of any Subsidiary with respect to Letters of Credit issued for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately deliver to Lender immediately available funds in an amount equal to 105% of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Letters of CreditLoans.

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, Lender Bank shall from time to time issue, extendupon five (5) Business Days prior written notice, extend or renew Letters letters of Credit credit for the account of Borrower and or its Subsidiaries; provided that (ia) Borrower the aggregate face amount of Letters of Credit issued by Bank which are outstanding at any one time shall have given Lender not less than 5 Business Days’ written notice thereof; exceed Five Million Dollars (ii$5,000,000.00), (b) Lender Bank shall have no obligation to issue any Letter of CreditCredit if, if (A) doing so after giving effect thereto, the principal amount of all Revolver Loans and the Letter of Credit Obligations would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; Revolver Commitment, and (iiic) all other conditions precedent to the issuance of each such Letter or Credit as set forth in this Agreement shall have been herein are satisfied or waived in writing by LenderBank. All payments made by Lender Bank under any Letter such Letters of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts, discounts and other amounts owed or to be owed to Lender Bank in connection therewith, shall be paid ON DEMANDon demand, unless (x) Borrower instructs Lender Bank to make a Revolving Revolver Loan to pay such amount, (y) Lender Bank agrees to do so, and (z) sufficient Excess Availability exists the necessary amount remains available to make such Revolving Loanbe drawn as a Revolver Loan hereunder. All LC Letter of Credit Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender Bank may require in respect to the issuance and administration of the Letters of Creditreasonably require. The form and substance of all Letters of Credit Credit, including expiration dates, shall be subject to LenderBank’s approval, and Bank shall have no obligation to issue any Letter of Credit or accept which has a maturity date later than the Termination Date. Lender Bank may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees the payment and performance of all obligations of any Subsidiary with respect to Letters of Credit issued by Bank for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of a Default, Borrower shall immediately shall, on demand, deliver to Lender immediately available Bank good funds in an amount equal to one hundred five percent (105% %) of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Bank’s maximum liability under all outstanding Letters of Credit, to be held as cash Collateral for Borrower’s reimbursement obligations and other Obligations.

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, Lender shall from time to time issue, extend, or renew Letters of Credit for the account of Borrower and its Subsidiaries; provided that (i) The Borrower shall have given give the Administrative Lender not less than 5 five Business Days’ Days prior written notice thereof; (ii) Lender shall have no obligation to issue any Letter of Credit, if (A) doing so would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; and (iii) all other conditions precedent to a request for the issuance of each such Letter or Credit set forth in this Agreement shall have been satisfied or waived in writing by Lender. All payments made by Lender under any Letter of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMAND, unless (x) Borrower instructs Lender to make a Revolving Loan to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loan. All LC Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect to the issuance and administration of the Letters of Credit. The form and substance of all Letters of Credit shall be subject to Lender’s approval. Lender may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition and the Administrative Lender shall promptly notify each Lender of such request. Upon receipt of the Borrower's properly completed and duly executed Applications, and subject to the fees payable pursuant terms of such Applications and to the terms of this Agreement, the Administrative Lender agrees to issue Letters of Credit on behalf of the Borrower in an aggregate face amount not in excess of the Letter of Credit Commitment. No Letter of Credit shall have a maturity extending beyond the earliest of (i) the Maturity Date, or (ii) one year from the date of its issuance, or (iii) such earlier date as may be required to enable the Borrower to satisfy its repayment obligations under Section 2.112.06 hereof (including, without limitation, such repayment obligations resulting from a decrease in the Available Commitment required by Section 2.11 hereof). Borrower unconditionally guarantees Subject to such maturity limitations and so long as no Default or Event of Default has occurred and is continuing or would result from the payment renewal of a Letter of Credit, the Letters of Credit may be renewed by the Administrative Lender in its discretion. The Lenders shall participate ratably in any liability under the Letters of Credit and performance of all in any unpaid reimbursement obligations of any Subsidiary the Borrower with respect to any Letter of Credit in their Specified Percentages. The amount of the Letters of Credit issued for and outstanding and the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately deliver to Lender immediately available funds in an amount equal to 105% unpaid reimbursement obligations of the LC ObligationsBorrower for such Letters of Credit shall reduce the amount of Available Commitment available, which Lender so that at no time shall hold as cash collateral for the payment sum of Obligations (i) all outstanding Advances in the aggregate, plus (ii) the aggregate face amount of all outstanding Letters of Credit, plus (iii) (without duplication) all outstanding reimbursement obligations related to Letters of Credit, exceed the Available Commitment, and at no time shall the sum of all Advances by any Lender made plus its ratable share of amounts available to be drawn under the Letters of CreditCredit and the unpaid reimbursement obligations of the Borrower in respect of such Letters of Credit exceed its Specified Percentage of the Available Commitment.

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, Lender shall from time to time issue, extend, or renew Letters of Credit for the account of Borrower and its SubsidiariesBorrowers; provided that (i) Borrower Agent shall have given Lender not less than 5 five (5) Business Days’ written notice thereof; (ii) Lender shall have no obligation to issue any Letter of Credit, if (A) doing so would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 the LC Sublimit; or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; and (iii) all other conditions precedent to the issuance of each such Letter or Credit set forth in this Agreement shall have been satisfied or waived in writing by Lender. All payments made by Lender under any Letter of Credit (whether or not a Borrower is the account party) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMANDon demand, unless (x) Borrower Agent instructs Lender to make a Revolving Loan to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loan. All LC Obligations shall be secured by the Collateral. Borrower Agent or, if requested by Lender, Borrowers, shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect to the issuance and administration of the Letters of Credit. The form and substance of all Letters of Credit shall be subject to Lender’s approval. Lender may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Borrower Borrowers unconditionally guarantees guarantee the payment and performance of all obligations of any Subsidiary with respect to Letters of Credit issued for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower Obligors shall immediately deliver to Lender immediately available funds in an amount equal to one hundred five percent (105% %) of the LC Obligations, which Lender shall hold as cash collateral Collateral for the payment of Obligations related to the Letters of Credit.

Issuance of Letters of Credit. Subject to the terms and ----------------------------- conditions hereof, the Letter of Credit Issuers agree, upon proper submission of a Letter of Credit Application by Borrower, to issue on behalf of the Lenders from time to time prior to the Facility Termination Date, Letters of Credit for the account of Borrower. The Letters of Credit shall have an expiration date not later than four (4) days before the expiration of the Facility Termination Date. The aggregate of the Letters of Credit outstanding plus the aggregate amount of ---- unreimbursed drawings under the Letters of Credit shall not exceed the lesser of (a) Five Million Dollars ($5,000,000), (b) the Revolving Loan Commitments less ---- outstanding Revolving Loan Advances less outstanding Swingline Advances, or (c) ---- the Borrowing Base less outstanding Revolving Loan Advances less outstanding ---- ---- Swingline Advances. The amount of any Letter of Credit outstanding at any time for all purposes hereof shall be the maximum amount which could be drawn thereunder under any circumstances from and after the date of determination. Each Letter of Credit issued pursuant to this Agreement and each unreimbursed drawing thereunder shall count against and reduce the Revolving Loan Commitments by the amount of such Letter of Credit outstanding and each unreimbursed drawing thereunder unless and until such Letter of Credit expires by its terms or otherwise terminates or the amount of a drawing thereunder is reimbursed, in which event the Revolving Loan Commitments shall be reinstated by the amount of such Letter of Credit or the amount of such reimbursement, as the case may be. Each such Letter of Credit shall be issued pursuant to a Letter of Credit Application and shall conform to the general requirements of the Letter of Credit Issuer for the issuance of such credits, as to form and substance, shall be subject to the Uniform Customs and Practices for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 and shall be a letter of credit which the Letter of Credit Issuer may lawfully issue. If and to the extent a drawing is at any time made under any Letter of Credit, the Letter of Credit Issuer shall give notice on the day of such drawing to Borrower, the Agent and the other Lenders of such drawing and Borrower agrees to pay to the Letter of Credit Issuer immediately and unconditionally upon demand for reimbursement, in lawful money of the United States, an amount equal to each amount which shall be so drawn, together with interest from the date of such drawing to and including the date such payment is reimbursed to the Letter of Credit Issuer or converted to Revolving Loans as provided herein at a variable rate per annum equal to the Alternate Base Rate. All such interest shall be calculated on the basis that an entire year's interest is earned in three hundred sixty (360) days. In the event that a drawing under any Letter of Credit is not reimbursed by Borrower by 11:00 A.M. (Indianapolis time) on the first Business Day after such notice to Borrower, the Letter of Credit Issuer shall promptly notify the Agent and the other Lenders by 12:00 noon (Indianapolis time) that Advances under the Revolving Loan Commitments are required to reimburse the Letter of Credit Issuer. Borrower hereby irrevocably authorizes the Lenders to refinance, without notice to Borrower, the reimbursement Obligation of Borrower arising out of any such drawing under any Letter of Credit into Revolving Loans, evidenced by the Revolving Credit Notes and for all purposes under, on and subject to the terms and conditions of this Agreement, Lender shall from time but without regard to time issue, extend, or renew Letters of Credit for the account of Borrower and its Subsidiaries; provided that (i) Borrower shall have given Lender not less than 5 Business Days’ written notice thereof; (ii) Lender shall have no obligation conditions precedent to issue any Letter of Credit, if (A) doing so would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and making an Advance under the Revolving Loan Commitment Commitments or (2) the LC Obligations to exceed $0 or (B) the expiration date any requirement of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of this Agreement that each Revolving Loan Termination Date; and (iii) all other be in a minimum amount or multiple, provided, however, that an Advance under the Revolving Loan Commitments in spite -------- ------- of Borrower's failure to satisfy any conditions precedent to making an Advance shall not constitute a waiver of any Default by the issuance of each such Letter or Credit set forth in this Lenders. This Agreement shall have been satisfied or waived in writing by Lender. All payments made by Lender under supersede any terms of any Letter of Credit Applications or other documents which are irreconcilably inconsistent with the terms hereof or thereof. By 2:00 P.M. (whether or not Borrower is Indianapolis time) on the account party) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMAND, unless (x) Borrower instructs Lender to make a date the Lenders have received notice that Advances under the Revolving Loan Commitments are required to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loan. All LC Obligations shall be secured by reimburse the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect to the issuance and administration Letter of Credit Issuer for draws under the Letters of Credit, each Lender severally agrees to make its portion of the Revolving Loan then being made by making available to the Agent, either by wire transfer to the Agent's main office in Indianapolis, Indiana, or by deposit to any correspondent account which the Agent may maintain with that Lender, the amount to be advanced by such Lender. The form and substance By 2:30 P.M. (Indianapolis time) on such date, the Agent shall reimburse the Letter of all Credit Issuer, but only from funds received by the Agent, the amount paid on Letters of Credit shall be subject that date, either by wire transfer or by deposit to Lender’s approval. Lender may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition to Credit Issuer's correspondent account with the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees Agent (or as otherwise agreed between the payment and performance of all obligations of any Subsidiary with respect to Letters Letter of Credit issued for Issuer and the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately deliver to Lender immediately available funds in an amount equal to 105% of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Letters of CreditAgent).

Issuance of Letters of Credit. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Issuing Bank agrees to issue, and each Revolving Loan Lender severally agrees to participate in the issuance by the Issuing Bank of, Letters of this Agreement, Lender shall Credit in Dollars from time to time issuefrom the Closing Date until the Revolving Loan Commitment Termination Date as any Borrower may request, extendin a form acceptable to the Issuing Bank; provided, or renew Letters of Credit for the account of Borrower and its Subsidiaries; provided however, that (i) Borrower the sum of the outstanding Letter of Credit Obligations and any outstanding Revolving Loans made under Section 2.2.E. (each such Revolving Loan an “LOC Revolving Loan”) shall have given Lender not less than 5 Business Days’ written notice thereof; at any time exceed $6,081,744.27 (the “LOC Committed Amount”) and (ii) Lender shall have no obligation to issue any the sum of the aggregate outstanding principal amount of Revolving Loans (including LOC Revolving Loans) plus outstanding Letter of Credit, if (A) doing so would cause (1) the Working Capital Credit Obligations to shall not at any time exceed the lesser aggregate amount of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Commitments. No Letter of Credit would occur after the date specified in clause shall (a) have an original expiry date more than one year from the date of the definition of Revolving Loan Termination Date; and issuance (iii) all other conditions precedent to the issuance of each provided that any such Letter or Credit set forth in this Agreement shall have been satisfied or waived in writing by Lender. All payments made by Lender under any Letter of Credit (whether may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Bank gives notice of expiration or not Borrower is the account party) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMAND, unless (x) Borrower instructs Lender to make a Revolving Loan to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loan. All LC Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect termination to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (b) as originally issued or as extended, have an expiry date extending beyond the date which is 30 days prior to the Maturity Date. Each Letter of Credit shall comply with the terms and conditions of the related LOC Documents. The issuance and administration expiry dates of the Letters of Credit. The form and substance of all Letters each Letter of Credit shall be subject to Lender’s approval. Lender may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees the payment and performance of all obligations of any Subsidiary with respect to Letters of Credit issued for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately deliver to Lender immediately available funds in an amount equal to 105% of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Letters of CreditBusiness Day.

Issuance of Letters of Credit. Subject to The Company shall give the terms and conditions of this Agreement, Lender shall from time to time issue, extend, or renew Letters of Credit for the account of Borrower and its Subsidiaries; provided that (i) Borrower shall have given Lender Administrative Agent not less than 5 five Business Days’ Days prior written notice thereof; (ii) Lender shall have no obligation to issue any Letter of Credit, if (A) doing so would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; and (iii) all other conditions precedent to a request for the issuance of each such Letter or Credit set forth in this Agreement shall have been satisfied or waived in writing by Lender. All payments made by Lender under any Letter of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMAND, unless (x) Borrower instructs Lender to make a Revolving Loan to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loan. All LC Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect to the issuance and administration of the Letters of Credit. The form and substance of all Letters of Credit shall be subject to Lender’s approval. Lender may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition and the Administrative Agent shall promptly notify each Lender of such request. Upon receipt of the Company's properly completed and duly executed Applications, and subject to the fees payable pursuant terms of such Applications and to the terms of this Agreement, the Administrative Agent agrees General Communication, Inc. - Form 8-K Page 80 to issue Letters of Credit on behalf of the Company in an aggregate face amount not in excess of the Letter of Credit Commitment at any one time outstanding. No Letter of Credit shall have a maturity extending beyond the earliest of (a) the Maturity Date, or (b) one year from the date of its issuance, or (c) such earlier date as may be required to enable the Company to satisfy its repayment obligations under Section 2.112.06 hereof. Borrower unconditionally guarantees Subject to such maturity limitations and so long as no Default or Event of Default has occurred and is continuing or would result from the payment renewal of a Letter of Credit, the Letters of Credit may be renewed by the Administrative Agent in its discretion. The Lenders shall participate ratably in any liability under the Letters of Credit and performance of all in any unpaid reimbursement obligations of any Subsidiary the Company with respect to any Letter of Credit in their Specified Percentages. The amount of the Letters of Credit issued for and outstanding and the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower shall immediately deliver to Lender immediately available funds in an amount equal to 105% unpaid reimbursement obligations of the LC ObligationsCompany for such Letters of Credit shall reduce the amount of Commitment available, which Lender so that at no time shall hold as cash collateral for the payment sum of Obligations (i) the aggregate outstanding Advances under the Revolving Loan plus (ii) the sum of the aggregate face amount of all outstanding Letters of Credit plus, (iii) without duplication, all reimbursement obligations related to any draw on any Letter of Credit, exceed the Commitment, and at no time shall the sum of all Advances by any Lender made under the Revolving Loan, plus its ratable share of amounts available to be drawn under the Letters of CreditCredit and the unpaid reimbursement obligations of the Company in respect of such Letters of Credit exceed its Specified Percentage of the Commitment.

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, Lender Bank shall from time to time issue, extendupon five (5) Business Days prior written notice, extend or renew Letters of Credit for the account of Borrower and or its Subsidiaries; provided that (i) Borrower the aggregate face amount of Letters of Credit issued by Bank which are outstanding at any one time shall have given Lender not less than 5 Business Days’ written notice thereof; exceed $1,250,000, (ii) Lender Bank shall have no obligation to issue any Letter of CreditCredit if, if (A) doing so after giving effect thereto, the principal amount of all Loans and all Letter of Credit Obligations would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; Revolver Commitment, and (iii) all other conditions precedent to the issuance of each such Letter or Credit as set forth in this Agreement shall have been herein are satisfied or waived in writing by LenderBank. All payments made by Lender Bank under any Letter such Letters of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts, discounts and other amounts owed or to be owed to Lender Bank in connection therewith, shall be paid ON DEMANDon demand, unless (x) Borrower instructs Lender Bank to make a Revolving Loan to pay such amount, (y) Lender Bank agrees to do so, and (z) sufficient Excess Availability exists the necessary amount remains available to make such Revolving Loanbe drawn as a Loan hereunder. All LC Letter of Credit Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender Bank may require in respect to the issuance and administration of the Letters of Credit. The form and substance of all Letters of Credit Credit, including expiration dates, shall be subject to Lender’s Bank's approval, and Bank shall have no obligation to issue any Letter of Credit or accept which has a maturity date later than the Termination Date. Lender Bank may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees the payment and performance of all obligations of any Subsidiary with respect to Letters of Credit issued by Bank for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of a Default, Borrower shall immediately shall, on demand, deliver to Lender immediately available Bank good funds in an amount equal to 105% of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Bank's maximum liability under all outstanding Letters of Credit, to be held as cash Collateral for Borrower's reimbursement obligations and other Obligations.

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, Lender shall from time to time issue, extend, or renew Letters of Credit for the account of Borrower and its Subsidiaries; Borrowers jointly, provided that (i) Borrower Borrowers shall have given Lender not less than 5 five (5) Business Days’ written notice thereof; (ii) Lender shall have no obligation to issue any Letter of Credit, if (A) doing so would cause (1) the Working Capital Obligations to exceed the lesser of (a) the Borrowing Base and or (b) the Revolving Loan Commitment or (2) the LC Obligations to exceed Three Million Dollars ($0 3,000,000) or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; and (iii) all other conditions precedent to the issuance of each such Letter or Credit set forth in this Agreement shall have been satisfied or waived in writing by Lender. All payments made by Lender under any Letter of Credit (whether or not a Borrower is the account party) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMANDon demand, unless (x) Borrower instructs Borrowers instruct Lender to make a Revolving Loan to pay such amount, (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loan. All LC Obligations shall be secured by the Collateral. Borrower Borrowers shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect to the issuance and administration of the Letters of Credit. The form and substance of all Letters of Credit shall be subject to Lender’s approval. Lender may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Borrower Borrowers unconditionally guarantees guarantee the payment and performance of all obligations of any Subsidiary with respect to Letters of Credit issued for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrower Borrowers shall immediately deliver to Lender immediately available funds in an amount equal to one hundred five percent (105% %) of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Letters of Credit.

Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, Lender Bank shall from time to time issue, extendupon five (5) Business Days prior written notice, extend or renew Letters letters of Credit credit for the account of Borrower and or its Subsidiaries; provided that (i) Borrower the aggregate face amount of Letters of Credit issued by Bank which are outstanding at any one time shall have given Lender not less than 5 Business Days’ written notice thereof; exceed $8,000,000, (ii) Lender Bank shall have no obligation to issue any Letter of CreditCredit if, if (A) doing so after giving effect thereto, the principal amount of all Revolver Loans and the Letter of Credit Obligations would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or (2) the LC Obligations to exceed $0 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Revolving Loan Termination Date; Revolver Commitment, and (iii) all other conditions precedent to the issuance of each such Letter or Credit as set forth in this Agreement shall have been herein are satisfied or waived in writing by LenderBank. All payments made by Lender Bank under any Letter such Letters of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts, discounts and other amounts owed or to be owed to Lender Bank in connection therewith, shall be paid ON DEMANDon demand, unless (x) Borrower instructs Lender Bank to make a Revolving Revolver Loan to pay such amount, (y) Lender Bank agrees to do so, and (z) sufficient Excess Availability exists the necessary amount remains available to make such Revolving Loanbe drawn as a Revolver Loan hereunder. All LC Letter of Credit Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender Bank may require in respect to the issuance and administration of the Letters of Creditrequire. The form and substance of all Letters of Credit Credit, including expiration dates, shall be subject to LenderBank’s approval, and Bank shall have no obligation to issue any Letter of Credit which has a maturity date later than ten (10) days prior to the Termination Date. Lender Bank may charge certain fees or commissions for the issuance, handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Borrower unconditionally guarantees the payment and performance of all obligations of any Subsidiary with respect to Letters of Credit issued by Bank for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of a Default, Borrower shall immediately shall, on demand, deliver to Lender immediately available Bank good funds in an amount equal to 105% of the LC Obligations, which Lender shall hold as cash collateral for the payment of Obligations related to the Bank’s maximum liability under all outstanding Letters of Credit, to be held as cash Collateral for Borrower’s reimbursement obligations and other Obligations.