Common use of Issuance of Standby Letters of Credit Clause in Contracts

Issuance of Standby Letters of Credit. (a) Borrower may request Lender to issue or cause the issuance of a Standby Letter of Credit by delivering to Lender Issuer’s standard form of letter of credit and security agreement and standard form of letter of credit application (collectively, the “Letter of Credit Application”) and any draft if applicable, completed to the satisfaction of Lender; and such other certificates, documents and other papers and information as Lender or Issuer may reasonably request. Lender shall use its best efforts to cause all Standby Letters of Credit requested by Borrower and approved by Lender in accordance with the terms of this Agreement to be issued no later than three (3) Business Days after the day so requested by Borrower. (b) Each Standby Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or acceptances of issuance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Standby Letter of Credit’s date of issuance; provided that, subject to the immediately succeeding sentence, Standby Letters of Credit shall, at Borrower’s option, provide for automatic successive twelve month renewals. With respect to clause (ii) above, in no event shall any Standby Letters of Credit issued hereunder have a final expiry date later than the Business Day immediately preceding the Maturity Date unless Borrower provides cash collateral equal to not less than one hundred five percent (105%) of the Maximum Undrawn Amount thereof to be held by Lender pursuant to a cash collateral agreement in form and substance reasonably satisfactory to Lender. All Standby Letters of Credit shall be subject to the laws or rules designated in such Standby Letter of Credit, or if no such laws or rules are designated, the International Standby Practices (ISP98 – International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”) and, as to matters not governed by the ISP98 Rules, the laws of the State of New York.

Issuance of Standby Letters of Credit. (a) Borrower may request Lender to issue or cause the issuance Standby Letters of a Credit will be issued in accordance with an Irrevocable Standby Letter of Credit by delivering to Lender Issuer’s standard form of letter of credit Application and security agreement and standard form of letter of credit application (collectively, the “Letter of Credit Application”) and any draft if applicable, completed to the satisfaction of Lender; and such other certificates, documents and other papers and information as Lender or Issuer may reasonably request. Lender shall use its best efforts to cause all Standby Letters of Credit requested Agreement submitted by Borrower and approved incorporated herein by Lender in accordance with this reference, subject to the terms of this Agreement in the event of any conflict herewith. The reimbursement obligation with respect to be issued no later than three (3) Business Days after the day so requested by Borrower. (b) Each each Standby Letter of Credit shall, among other things, (i) provide for will be secured by cash held in the payment form of sight drafts or acceptances a CNB Certificate of Deposit prior to issuance drafts when presented for honor thereunder in accordance with of the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Standby Letter of Credit’s date of issuance; provided that, subject to the immediately succeeding sentence, . Standby Letters of Credit shallwill be issued on the normal documentation used by CNB from time to time in accord with the International Standby Practices 1998. Published CNB fees and charges, at Borrower’s optionas delivered to Borrower from time to time, provide for automatic successive twelve month renewals. With respect will apply to clause (ii) above, in no event shall any the issuance of Standby Letters of Credit issued hereunder have a final expiry date later than the Business Day immediately preceding the Maturity Date unless Borrower provides cash collateral equal to not less than one hundred five percent (105%) of the Maximum Undrawn Amount thereof to be held by Lender pursuant to a cash collateral agreement in form and substance reasonably satisfactory to Lender. All Credit, provided, however, each Standby Letters Letter of Credit shall be subject to a fee of one percent (1%) per annum of the laws or rules designated in such amount of the Standby Letter of Credit, or if no such laws or rules are designated, prorated over the International Standby Practices (ISP98 – International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”) and, as to matters not governed by the ISP98 Rules, the laws term of the State Standby Letter of New YorkCredit, but in no event less than $250.00 for each Standby Letter of Credit. (b) For Borrower's convenience and pursuant to its request, Borrower may submit the Irrevocable Standby Letter of Credit Application by telephone facsimile ("FAX") which will include FAX signatures. CNB is authorized to accept faxed documents without any need, requirement or responsibility to verify in any way the genuineness or authenticity of the faxed documents or signatures. Borrower will deliver to CNB an originally executed Irrevocable Standby Letter of Credit Application within fifteen (15) days of each faxing. CNB's failure to receive an original set of documents shall not be deemed or construed in any way to affect the propriety of issuing the Letters of Credit or Borrower's liability to reimburse CNB for the amount of any drawings under the issued Letter of Credit. (c) Borrower hereby authorizes the following persons, or others designated in writing by two of the three following persons, to request the issuance of Letters of Credit under this Agreement: Domxxxx X. Xxxxxxx, Xicxxxx Xxxxxxxx, xnd Ricxxxx Xxxxx. Xrovided, however, CNB may, in its sole discretion, obtain telephonic clarification, guidance, instruction or confirmation concerning the issuance or other aspects of any Letter of Credit issued hereunder from any one of the following persons on behalf of the Borrower: Domxxxx X. Xxxxxxx, Xicxxxx Xxxxxxxx, xnd Ricxxxx Xxxxx, xr any other person designated by Domxxxx X. Xxxxxxx, Xicxxxx Xxxxxxxx, xnd Ricxxxx Xxxxx xx writing.

Issuance of Standby Letters of Credit. (a) Borrower may request Lender The Issuing Bank (i) agrees, within five (5) Business Days of the receipt of an appropriately completed and properly authorized Letter of Credit Application, in a form and containing terms and conditions that are reasonably acceptable to the Issuing Bank and consistent with the terms hereof, and on the terms and subject to the conditions hereinafter set forth, to issue irrevocable letters of credit ("STANDBY LETTERS OF CREDIT") under which the Issuing Bank agrees to make payments for the account of the Borrower in respect of ongoing contingent obligations of the Borrower and/or one or cause more of its Subsidiaries related to insurance, performance bonds and fuel bonds, to replace existing standby letters of credit and for other general corporate purposes acceptable to the issuance Issuing Bank and the Agent, at any time and from time to time on and after the Effective Date until the termination of a the Total Standby Letter of Credit by delivering to Lender Issuer’s standard form of letter of credit Commitment in accordance with SECTION 2.10 hereof and security agreement and standard form of letter of credit application (collectively, ii) issued on the “Letter of Credit Application”) and any draft if applicable, completed to Original Effective Date the satisfaction of Lender; and such other certificates, documents and other papers and information as Lender or Issuer may reasonably request. Lender shall use its best efforts to cause all Standby Letters of Credit requested by Borrower and approved by Lender in accordance with set forth on Schedule 3.1 of the terms Original Agreement, PROVIDED, HOWEVER, that any Standby Letter of this Agreement to Credit shall be issued no later than three only if, and each request by the Borrower for the issuance of any Standby Letter of Credit shall be deemed a representation and warranty of the Borrower that, immediately following the issuance of any such Standby Letter of Credit, (3x) Business Days the LC Exposure at such time shall not exceed the Total Standby Letter of Credit Commitment in effect at such time and (y) (A) the sum of (I) the aggregate principal amount of outstanding Loans and (II) the LC Exposure, before or after such Standby Letter of Credit is issued, does not exceed (B) the day so requested by BorrowerBorrowing Base as then in effect. (b) Each Standby Letter of Credit shallshall be (1) in a minimum amount of $100,000 (other than in respect of the renewal of the Existing Standby Letter of Credit, among other thingswhich may be in a minimum amount of $50,000) and (2) shall be denominated in United States dollars, provided, however, that the Borrower may maintain the Credit Suisse L/C that was issued and denominated in British Pounds. (c) No Standby Letter of Credit shall be issued with a stated expiration date later than the earlier of (i) provide for ten Business Days prior to the payment of sight drafts or acceptances of issuance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein Final Maturity Date and (ii) have an expiry the close of business on the date not later than twelve (12) that is 12 months after the date of issuance of such Standby Letter of Credit’s date of issuance; provided that, subject to the immediately succeeding sentence, . (d) [Intentionally omitted 1999]. (e) Each Standby Letters Letter of Credit shall, at Borrower’s option, provide for automatic successive twelve month renewals. With respect to clause (ii) abovemay, in no event shall any Standby Letters of Credit issued hereunder have a final expiry date later than the Business Day immediately preceding the Maturity Date unless Borrower provides cash collateral equal to not less than one hundred five percent (105%) absolute discretion of the Maximum Undrawn Amount thereof to be held by Lender pursuant to Issuing Bank, include a cash collateral agreement in form and substance reasonably satisfactory to Lender. All provision whereby such Standby Letters Letter of Credit shall be subject renewed automatically for additional consecutive periods of 12 months or less (but not beyond the Final Maturity Date) unless the Issuing Bank notifies the beneficiary thereof at least 60 days (or such shorter period as is acceptable to the laws Issuing Bank) prior to the then-applicable expiry date that such Standby Letter of Credit will not be renewed. (f) The Borrower may request the extension or rules designated renewal of a Standby Letter of Credit that is not automatically renewed in accordance with its terms by giving written notice to the Issuing Bank at least five Business Days prior to the then-current expiry date of such Standby Letter of Credit. If no Default or Event of Default has occurred and is continuing, the Issuing Bank shall promptly issue such extension or renewal; PROVIDED, HOWEVER, that the Issuing Bank shall have no obligation to extend or renew any Standby Letter of Credit (i) for a period in excess of 12 months or (ii) to any expiry date beyond the Final Maturity Date. (g) Each request for the issuance of a Standby Letter of Credit shall be made on five (5) Business Days' prior electronic, written or facsimile authenticated Letter of Credit Application from the Borrower to the Issuing Bank specifying the date on which such Standby Letter of Credit is to be issued, the date on which such Standby Letter of Credit is to expire, the amount of such Standby Letter of Credit, or if no such laws or rules are designated, the International Standby Practices (ISP98 – International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”) and, as to matters not governed by the ISP98 Rules, the laws name and address of the State beneficiary of New Yorksuch Standby Letter of Credit and such other information as may be necessary or desirable to complete such Standby Letter of Credit.

Issuance of Standby Letters of Credit. (a) Borrower may request Lender The Issuing Bank (i) agrees, within five (5) Business Days of the receipt of an appropriately completed and properly authorized Letter of Credit Application, in a form and containing terms and conditions that are reasonably acceptable to the Issuing Bank and consistent with the terms hereof, and on the terms and subject to the conditions hereinafter set forth, to issue irrevocable letters of credit ("STANDBY LETTERS OF CREDIT") under which the Issuing Bank agrees to make payments for the account of the Borrower in respect of ongoing contingent obligations of the Borrower and/or one or cause more of its Subsidiaries related to insurance, performance bonds and fuel bonds, to replace existing standby letters of credit and for other general corporate purposes acceptable to the issuance Issuing Bank and the Agent, at any time and from time to time on and after the Effective Date until the termination of a the Total Standby Letter of Credit by delivering to Lender Issuer’s standard form of letter of credit Commitment in accordance with Section 2.10 hereof and security agreement and standard form of letter of credit application (collectively, ii) issued on the “Letter of Credit Application”) and any draft if applicable, completed to Original Effective Date the satisfaction of Lender; and such other certificates, documents and other papers and information as Lender or Issuer may reasonably request. Lender shall use its best efforts to cause all Standby Letters of Credit requested by Borrower and approved by Lender in accordance with set forth on Schedule 3.1 of the terms Original Agreement, PROVIDED, HOWEVER, that any Standby Letter of this Agreement to Credit shall be issued no later than three only if, and each request by the Borrower for the issuance of any Standby Letter of Credit shall be deemed a representation and warranty of the Borrower that, immediately following the issuance of any such Standby Letter of Credit, (3x) Business Days the LC Exposure at such time shall not exceed the Total Standby Letter of Credit Commitment in effect at such time and (y) (A) the sum of (I) the aggregate principal amount of outstanding Loans and (II) the LC Exposure, before or after such Standby Letter of Credit is issued, does not exceed (B) the day so requested by BorrowerBorrowing Base as then in effect. (b) Each Standby Letter of Credit shallshall be in a minimum amount of $100,000 (other than in respect of the renewal of the Existing Standby Letter of Credit, among other things, which may be in a minimum amount of $50,000). (c) No Standby Letter of Credit shall be issued with a stated expiration date later than the earlier of (i) provide for the payment close of sight drafts or acceptances of issuance drafts when presented for honor thereunder in accordance with business on the terms thereof and when accompanied by the documents described therein Final Maturity Date and (ii) have an expiry the close of business on the date not later than twelve that is (12x) 12 months after such Standby Letter (or, in the case of Credit’s date of issuance; provided that, subject to the immediately succeeding sentence, Standby Letters of Credit shallset forth on Schedule 3.1, at Borrower’s option, provide for automatic successive twelve month renewals. With respect to clause (ii378 days) above, in no event shall any Standby Letters after the date of Credit issued hereunder have a final expiry date later than the Business Day immediately preceding the Maturity Date unless Borrower provides cash collateral equal to not less than one hundred five percent (105%) issuance of the Maximum Undrawn Amount thereof to be held by Lender pursuant to a cash collateral agreement in form and substance reasonably satisfactory to Lender. All Standby Letters of Credit shall be subject to the laws or rules designated in such Standby Letter of Credit, or if no such laws or rules are designated(y) with the consent of the Agent and the Issuing Bank for Standby Letters of Credit with an aggregate face amount not to exceed at any time $1,000,000 (or, subject to clause (d) below, the International equivalent value of British Pounds at the then applicable British Pound Reference Rate), 18 months after the date of issuance of such Standby Practices Letter of Credit. Subject to clause (ISP98 – International Chamber d) below, each Standby Letter of Commerce Publication Number 590Credit shall provide for payments of drawings in U.S. dollars. (d) Notwithstanding the last sentence of clause (c) above, the “ISP98 Rules”) andIssuing Bank may issue Standby Letters of Credit providing for payment in British Pounds; PROVIDED, as that the aggregate face amount of such Standby Letters of Credit may at no time exceed 511,372 British Pounds. The LC Exposure with respect to matters not governed such Standby Letters of Credit shall be calculated on the date of issuance of any such Standby Letter of Credit and may be recalculated by the ISP98 RulesAgent at the time of issuance of each Standby Letter of Credit issued pursuant to this Agreement, in each case to be calculated by the Agent at the then applicable British Pound Reference Rate. (e) Each Standby Letter of Credit may, in the absolute discretion of the Issuing Bank, include a provision whereby such Standby Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the Final Maturity Date) unless the Issuing Bank notifies the beneficiary thereof at least 60 days (or such shorter period as is acceptable to the Issuing Bank) prior to the then-applicable expiry date that such Standby Letter of Credit will not be renewed. (f) The Borrower may request the extension or renewal of a Standby Letter of Credit that is not automatically renewed in accordance with its terms by giving written notice to the Issuing Bank at least five Business Days prior to the then-current expiry date of such Standby Letter of Credit. If no Default or Event of Default has occurred and is continuing, the laws Issuing Bank shall promptly issue such extension or renewal; PROVIDED, HOWEVER, that the Issuing Bank shall have no obligation to extend or renew any Standby Letter of Credit (i) for a period in excess of 12 months (PROVIDED that with the consent of the State Agent and the Issuing Bank, Standby Let- ters of New YorkCredit with an aggregate face amount not to exceed at any time $1,000,000 (or, subject to clause (d) above, the equivalent value of British Pounds at the then applicable British Pound Reference Rate) may be renewed or extended for a period of up to 18 months) or (ii) to any expiry date beyond the Final Maturity Date. (g) Each request for the issuance of a Standby Letter of Credit shall be made on five (5) Business Days' prior electronic, written or facsimile authenticated Letter of Credit Application from the Borrower to the Issuing Bank specifying the date on which such Standby Letter of Credit is to be issued, the date on which such Standby Letter of Credit is to expire, the amount of such Standby Letter of Credit, the name and address of the beneficiary of such Standby Letter of Credit and such other information as may be necessary or desirable to complete such Standby Letter of Credit.

Issuance of Standby Letters of Credit. (a) Subject to the terms and conditions hereof (including, without limitation, subsection 4.1), the Borrower may request the Issuing Lender to issue or cause the issuance of a Standby Letter of Credit for the account of the Borrower or any of its Subsidiaries, on any Business Day during the Revolving Credit Commitment Period by delivering to Lender Issuer’s standard form the Agent at its address specified in subsection 13.2 (or such other lending office of letter of credit and security agreement and standard form of the Agent as the Agent shall request) a standby letter of credit application (collectivelyexecuted by the Borrower and, in the “case of any Letter of Credit issued for the account of any Subsidiary of the Borrower, such Subsidiary) substantially in the form of Exhibit D hereto (a "Standby Letter of Credit Application”) and any draft if applicable"), completed to the satisfaction of the Issuing Lender; and , together with such other certificates, documents and other papers and information as the Issuing Lender or Issuer may reasonably request. Lender shall use Subject to the provisions of the last sentence of subsection 4.8, the Borrower hereby agrees to observe and perform its best efforts to cause all covenants, duties and obligations under each Standby Letters Letter of Credit requested by Borrower and approved by Lender in accordance with the terms of this Agreement to be issued no later than three (3) Business Days after the day so requested by BorrowerApplication. (b) Each Standby Letter of Credit issued hereunder shall, among other things, (i) provide be in such form and for the payment of sight drafts or acceptances of issuance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied such purposes requested by the documents described therein and Borrower as shall be acceptable to the Issuing Lender in its sole discretion, (ii) have an expiry date occurring not later than twelve (12) months one year after the date of issuance of such Standby Letter of Credit’s date of issuance; provided that, subject to the immediately succeeding sentence, Standby Letters of Credit shall, at Borrower’s option, provide for automatic successive twelve month renewals. With respect to clause (ii) above, and in no event shall any occurring later than 90 days after the Termination Date and (iii) be denominated in Dollars and have a minimum face amount of $25,000. Each Standby Letters Letter of Credit issued hereunder have a final expiry date later than the Business Day immediately preceding the Maturity Date unless Borrower provides cash collateral equal to not less than one hundred five percent (105%) of the Maximum Undrawn Amount thereof to be held by Lender pursuant to a cash collateral agreement in form Application and substance reasonably satisfactory to Lender. All each Standby Letters Letter of Credit shall be subject to the laws or rules designated in such Standby Letter of Credit, or if no such laws or rules are designated, the International Standby Practices (ISP98 – International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”) ISP 98 and, as to matters the extent not governed by the ISP98 Rulesinconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Standby Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any Participating Lender to exceed any limits imposed by, any applicable Requirements of Law.