Common use of Letter of Credit Borrowings Clause in Contracts

Letter of Credit Borrowings. (a) From and after the Closing Date to and including thirty (30) Business Days prior to the Termination Date, the Lender shall, upon the terms and subject to the conditions of this Agreement, issue Letters of Credit from time to time for the account of the Borrower in such amounts as may be requested by the Borrower, up to a maximum aggregate amount of Letter of Credit Borrowings at any one time outstanding that, when added to (i) the then outstanding Reimbursement Obligations plus (ii) the then outstanding Advances, would not exceed the Maximum Credit Amount then in effect; provided, however, that no Letter of Credit shall be issued if the issuance thereof would cause the aggregate outstanding amount of Letter of Credit Borrowings and Reimbursement Obligations to exceed the lesser of (y) $6,000,000 and (z) the difference between $30,000,000 and the outstanding amount of Advances under the Revolving Facility. (b) Each request by the Borrower for the issuance of a Letter of Credit (an "Application") shall be submitted to the Lender by the Borrower at least three (3) Business Days prior to the date the Letter of Credit is to be issued, shall be on the Lender's then standard application form for letters of credit, shall obligate the Borrower to reimburse the Lender on demand for any amounts drawn under a Letter of Credit and such other sums as may be provided for therein, and shall be executed by an Authorized Representative of the Borrower. In the event of any conflict between the provisions of any Application and the provisions of this Agreement, the provisions of this Agreement shall govern. (c) Each Letter of Credit shall (i) be a letter of credit issued in the ordinary course of the business of the Borrower; (ii) expire by its terms on a date not later than thirty (30) Business Days prior to the Termination Date; (iii) be in an amount that complies with paragraph (a) of this Section 0; and (iv) contain such further provisions and conditions as are standard and reasonable for ordinary irrevocable letters of credit and as may be requested by the Borrower, and reasonably satisfactory to the Lender. (d) The Borrower shall pay to the Lender a letter of credit fee on the aggregate amount of Letter of Credit Obligations outstanding on the date of determination at the rate equal to the applicable Margin on LIBOR Loans on a per annum basis as follows: (1) On the Closing Date a fee shall be payable for the period beginning on such Closing Date and ending on August 31, 1997. (2) On each Quarterly Payment Date in each year a fee shall be payable for the period beginning on such date and ending three months later. Such fees shall be calculated on the assumption that the Letter of Credit Obligations on the date of determination will be available for the entire period for which such fee is payable. At the end of such period the fee shall be recalculated based on the actual daily average of the Letter of Credit Obligations for such period, and the difference, if any, shall be added to or subtracted from, as the case may be, the commission payable for the next ensuing period or paid or credited as appropriate if there is no ensuing period. The Borrower acknowledges that the Lender will be required by applicable rules and regulations of the Federal Reserve Board to maintain reserves for its liability to honor draws made pursuant to a Letter of Credit. The Borrower agrees to reimburse the Lender promptly for all additional costs that it may hereafter incur solely by reason of its acting as issuer of the Letters of Credit and its being required to reserve for such liability, it being understood by the Borrower that other interest and fees payable under this Agreement do not include compensation of the Lender for such reserves. The Lender shall furnish to the Borrower, at the time of its demand for payment of such additional costs, the computation of such additional cost, which shall be conclusive absent manifest error, provided that such computations are made on a reasonable basis. The Borrower shall pay to the Lender administrative and other fees, if any, in connection with the Letters of Credit in such amounts and at such times as the Lender and the Borrower shall agree from time to time. (e) This Agreement shall not terminate so long as any Letter of Credit is in effect; provided, however, no Letters of Credit shall be issued under this Agreement after the Termination Date.

Letter of Credit Borrowings. (a) From and after the Closing Date to and including thirty (30) Business Days prior to the Termination Date, the Lender shallmay, at its sole discretion, upon the terms and subject to the conditions of this Agreement, issue Letters of Credit from time to time for the account of the Borrower Borrowers in such amounts as may be requested by the BorrowerBorrowers and as shall be approved by the Lender, up to a maximum aggregate amount of Letter of Credit Borrowings at any one time outstanding that, when added to (i) the then then-outstanding Reimbursement Obligations plus (ii) the aggregate amount of the Advances then outstanding Advances(and not yet repaid), would not exceed the Maximum Credit Amount then in effectFacility Amount; provided, however, that no Letter of Credit shall be issued if the issuance thereof would cause the aggregate outstanding amount of Letter of Credit Borrowings and Reimbursement Obligations to exceed $8,000,000. For all purposes of this Agreement, the lesser Existing Letter of (y) $6,000,000 and (z) the difference between $30,000,000 and the outstanding amount of Advances Credit shall be deemed to have been issued under the Revolving Facilitythis Agreement. (b) Each request by the Borrower Borrowers for the issuance of a Letter of Credit (an "Application") shall shall, if required by the Lender, be submitted to the Lender by the Borrower at least three (3) Business Days Lender, within a reasonable time prior to the date the Letter of Credit is to be issued, shall be on the Lender's then then-standard application form for letters of credit, shall obligate the Borrower Borrowers to reimburse the Lender on demand for any amounts drawn under a Letter of Credit and such other sums as may be provided for therein, and shall be executed by an Authorized Representative of the BorrowerBorrowers. In the event of any conflict between the provisions of any Application and the provisions of this Agreement, the provisions of this Agreement shall govern. (c) Each Letter of Credit shall (i) be a letter of credit issued in the ordinary course of the business of the BorrowerBorrowers; (ii) expire by its terms on a date not later than thirty (30) ten Business Days prior to the Termination Date; (iii) be in an amount that complies with paragraph (a) of this Section 02.7; and (iv) contain such further provisions and conditions as are standard and reasonable for ordinary irrevocable letters of credit and as may be requested by the Borrower, Borrowers and reasonably satisfactory to the Lender. (d) The Borrower shall pay to For each Letter of Credit the Lender issues and all renewals thereof, the Lender shall receive from the Borrowers, a letter of credit fee on the aggregate amount of Letter of Credit Obligations outstanding on the date of determination at the rate equal to the applicable Margin on LIBOR Loans on a rate of one percent (1.0) per annum basis as follows: (1) On of the Closing Date a fee shall be payable for the period beginning on such Closing Date and ending on August 31, 1997. (2) On each Quarterly Payment Date in each year a fee shall be payable for the period beginning on such date and ending three months later. Such fees shall be calculated on the assumption that the Letter of Credit Obligations on the date of determination will be available for the entire period for which such fee is payable. At the end of such period the fee shall be recalculated based on the actual daily average stated amount of the Letter of Credit Obligations for such period, and the difference, if any, being issued or renewed. Such fee shall be added to payable in advance on the date of issuance or subtracted fromrenewal, as the case may be, the commission payable for the next ensuing period or paid or credited as appropriate if there is no ensuing period. The Borrower acknowledges that the Lender will and shall not be required by applicable rules refundable under any circumstances and regulations of the Federal Reserve Board to maintain reserves for its liability to honor draws made pursuant to a Letter of Credit. The Borrower agrees to reimburse the Lender promptly for all additional costs that it may hereafter incur solely by reason of its acting as issuer of the Letters of Credit and its being required to reserve for such liability, it being understood by the Borrower that other interest and fees payable under this Agreement do not include compensation of the Lender for such reserves. The Lender shall furnish to the Borrower, at the time of its demand for payment of such additional costs, the computation of such additional cost, which shall be conclusive absent manifest error, provided that such computations are made calculated on a reasonable basis. an Actual/360 Day Basis. (e) The Borrower Borrowers shall pay to the Lender administrative and other fees, if any, in connection with the Letters of Credit in such amounts and at such times as the Lender and the Borrower Borrowers shall agree from time to time. (ef) This Agreement shall not terminate so long as any If a draft drawn under a Letter of Credit is in effect; providedpresented to the Lender and the Lender honors such draft, howeverthe Borrowers shall, no Letters immediately upon demand of the Lender therefor, reimburse the Lender for the amount of such draft, with interest thereon from the date such draft is honored by the Lender to and including the date of reimbursement by the Borrowers to the Lender therefor, at the LIBOR-Based Rate. If the Borrowers fail so to reimburse the Lender, immediately upon demand therefor, for any amount due to the Lender on account of a draft drawn under the Letter of Credit and honored by the Lender, together with accrued interest thereon, by the close of business on the next Business Day after such amount becomes due, the Lender may, at its sole discretion, without exceeding the Maximum Facility Amount, and without further notice to or demand upon the Borrowers, make an Advance to itself for the purpose of paying such amount due to the Lender and interest thereon. Any such Advance shall be issued under this Agreement after treated as any other Advance hereunder for all purposes. Interest on any such Advance will be at the Termination DateLIBOR-Based Rate.

Letter of Credit Borrowings. (a) From and after the Closing Date to and including thirty (30) Business Days prior to the Termination Date, the Lender shallBorrowers may, by submission to the Agent of a Request for Issuance of Letters of Credit, from time to time request that Letters of Credit be issued upon the terms and subject to the conditions of this Agreement, issue Letters of Credit from time to time Agreement for the account of the Borrower Borrowers in such amounts as may be requested by the BorrowerBorrowers, up to a maximum aggregate amount of Letter of Credit Borrowings at any one time outstanding that, when added to (i) the then outstanding Reimbursement Obligations plus (ii) the then outstanding AdvancesSyndicated Loans and Competitive Bid Loans, would not exceed the Maximum Credit Amount Commitments then in effect; provided, however, that no Letter of Credit shall be issued if the issuance thereof would cause the aggregate outstanding amount of Letter of Credit Borrowings and Reimbursement Obligations to exceed the lesser of (y) $6,000,000 and (z) the difference between $30,000,000 and the outstanding amount of Advances under the Revolving Facility5,000,000. (b) Each request by the Borrower Request for the issuance Issuance of a Letter Letters of Credit (an "Application") shall be submitted to the Lender Agent by Hibbett, on behalf of itself and the Borrower other Borrowers, at least three (3) Business Days prior to the date the Letter of Credit is to be issued, shall issued (or such shorter period as may be on agreed to by the Lender's then standard application form for letters of creditAgent), shall obligate the Borrower Borrowers to reimburse the Lender Issuing Bank on demand for any amounts drawn under a such Letter of Credit and such other sums as may be provided for thereinherein, and shall be executed by an Authorized Representative a duly authorized officer of the Borrower. In the event Hibbett, on behalf of any conflict between the provisions of any Application itself and the provisions other Borrowers, as applicable. On the same day that the Agent receives a Request for Issuance of this AgreementLetters of Credit, the provisions Agent shall notify the Lender requested by the Borrowers to issue a Letter of this Agreement Credit and the other Lender or Lenders of receipt of such Request for Issuance of Letters of Credit. If the Lender requested by the Borrowers to issue the Letter of Credit is a Lender other than AmSouth, and such Lender declines to issue such Letter of Credit, or if the Borrowers fail to specify the Lender that is to issue the Letter of Credit, AmSouth shall governissue the Letter of Credit requested by the Borrowers and shall be the Issuing Bank with respect thereto. The Issuing Bank (whether the Lender requested by the Borrowers to issue the Letter of Credit or AmSouth) shall issue the Letter of Credit and will make available to the beneficiary thereof the original of such Letter of Credit, as directed by Hibbett in the Request for Issuance of Letters of Credit. (c) Each Letter of Credit shall (i) be a letter of credit issued in the ordinary course of the business of the BorrowerBorrowers; (ii) expire by its terms on a date not later than thirty (30) Business Days prior to the Termination Date; (iii) be in an amount that complies with paragraph (a) of this Section 02.4; (iv) not conflict with any law or regulation binding on the Issuing Bank; and (ivv) contain such further provisions and conditions as are standard and reasonable for ordinary irrevocable letters of credit and as may be requested by the BorrowerHibbett, on behalf of itself and each Participating Entity, and reasonably satisfactory to the LenderIssuing Bank. (d) The Borrower In accordance with the provisions of Section 2.1(b), the Issuing Bank shall notify the Agent and the other Lender or Lenders of any drawing under any Letter of Credit issued for the account of the Borrowers as promptly as practicable following the receipt by the Issuing Bank of such drawing. (e) Each Lender (other than the Issuing Bank) shall automatically acquire on the date of issuance thereof a Letter of Credit Participation in the liability of the Issuing Bank with respect to each Letter of Credit in an amount equal to such Lender's Applicable Commitment Percentage of such liability, and each Lender (other than the Issuing Bank) thereby shall absolutely, unconditionally and irrevocably assume, and shall be unconditionally obligated to pay to the Issuing Bank as hereinafter described, its Applicable Commitment Percentage of the liability of the Issuing Bank under such Letter of Credit. Simultaneously with the making of a Syndicated Loan made under Section 2.1(b) by a Lender, such Lender shall, automatically and without any further action on the part of the Issuing Bank or such Lender, acquire a Letter of Credit Participation in an amount equal to such Syndicated Loan (excluding the portion thereof constituting interest) in the related Reimbursement Obligation of the Borrowers. The Reimbursement Obligations of the Borrowers shall be immediately due and payable, whether by Syndicated Loans made in accordance with Section 2.1(b) or otherwise. Each Lender's obligation to make payment to the Agent for the account of the Issuing Bank pursuant to this Section 2.4(e), and the right of the Issuing Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and shall be made without any offset, abatement, withholding or reduction whatsoever; provided, however, that nothing contained in this sentence shall limit the Issuing Bank's liability for its gross negligence or willful misconduct in improperly honoring a draft drawn under a Letter of Credit. (f) For each Letter of Credit that the Issuing Bank issues (and all renewals thereof), the Borrowers pay to the Agent for the benefit of the Lenders a letter of credit fee payable on each Quarterly Payment Date in arrears, computed at the Syndicated Margin for LIBOR Loans in effect from time to time during the calendar quarter ended on the day next preceding the Quarterly Payment Date based on the aggregate amount of Letter of Credit Obligations Borrowings outstanding on the date of determination at the rate equal from time to the applicable Margin on LIBOR Loans on a per annum basis as follows: (1) On the Closing Date a fee shall be payable time during such calendar quarter. In addition, for the period beginning on such Closing Date and ending on August 31, 1997. (2) On each Quarterly Payment Date in each year a fee shall be payable for the period beginning on such date and ending three months later. Such fees shall be calculated on the assumption that the Letter of Credit Obligations on that is issued (and all renewals thereof), the date of determination will be available Borrowers agree to pay to the Agent in advance, for the entire period for which such fee is payable. At the end of such period the fee shall be recalculated based on the actual daily average sole account of the Letter of Credit Obligations for such periodIssuing Bank, and the difference, if any, shall be added to an issuance or subtracted fromrenewal fee, as the case may be, equal to one-eighth of one percent (1/8%) per annum on the commission stated amount of the Letter of Credit being issued or renewed. Such fee shall be payable for in advance on the next ensuing period date of issuance or paid or credited renewal, as appropriate if there is no ensuing periodthe case may be. The Borrower acknowledges Borrowers acknowledge that the Lender each Issuing Bank will be required by applicable rules and regulations of the Federal Reserve Board to maintain reserves for its liability to honor draws made pursuant to a Letter of CreditCredit notwithstanding the obligation of the Lenders for a Letter of Credit Participation in such liability. The Borrower agrees Borrowers agree to reimburse the Lender Issuing Bank promptly for all additional costs incurred by reason of any Regulatory Change that it the Issuing Bank may hereafter incur solely by reason of its acting as issuer of the Letters of Credit and its being required to reserve for such liability, it being understood by the Borrower Borrowers that other interest and fees payable under this Agreement do not include compensation of the Lender Issuing Bank for such reserves. The Lender Each Issuing Bank shall furnish to the BorrowerBorrowers, at the time of its such Issuing Bank's demand for payment of such additional costs, the computation of such additional cost, which shall be conclusive absent manifest demonstrable error, provided that such computations are made on a reasonable basis. The Borrower Borrowers shall pay to the Lender Issuing Bank administrative and other fees, if any, in connection with the Letters of Credit in such amounts and at such times as the Lender Issuing Bank and the Borrower Borrowers shall agree from time to time. (eg) This Agreement shall not terminate so long as any If a draft drawn under a Letter of Credit is presented to the Issuing Bank and the Issuing Bank honors such draft, the Borrowers shall, promptly upon demand of the Issuing Bank therefor and no later than the Business Day following the date of such demand, reimburse the Issuing Bank for the amount of such draft, with interest thereon (i) from the date such draft is honored by the Issuing Bank to but not including the date the Issuing Bank makes demand on the Borrowers for reimbursement, at the applicable Federal Funds Effective Rate and (ii) if the Borrowers do not reimburse the Issuing Bank on the date such demand is made, from the date on which such demand is made to, but not including, the date of reimbursement by the Borrowers to the Issuing Bank, at the Base Rate then in effect; provided, however, no Letters of Credit shall be issued under this Agreement after the Termination Date.

Letter of Credit Borrowings. (a) From and after the Closing Date to and including thirty (30but not including) Business Days prior to the Termination Date, the Lender shallmay, at its sole discretion, upon the terms and subject to the conditions of this Agreement, issue Letters of Credit from time to time for the account of the Borrower Borrowers in such amounts as may be requested by the BorrowerBorrowers and as shall be approved by the Lender, up to a maximum aggregate amount of Letter of Credit Borrowings at any one time outstanding that, when added to (i) the then outstanding Reimbursement Obligations plus (ii) the then outstanding Advances, would does not exceed $4,000,000, or the Maximum Credit Amount then in effect; provided, however, that no Letter of Credit shall be issued if maximum amount approved by the issuance thereof would cause the aggregate outstanding amount of Letter of Credit Borrowings and Reimbursement Obligations Lender from time to exceed the lesser of (y) $6,000,000 and (z) the difference between $30,000,000 and the outstanding amount of Advances under the Revolving Facilitytime. (b) Each request by the Borrower Borrowers for the issuance of a Letter of Credit (an "Application") shall shall, if required by the Lender, be submitted to the Lender by the Borrower Lender, at least three (3) Business Days prior to the date the Letter of Credit is to be issued, shall be on the Lender's then standard application form for letters of credit, shall obligate the Borrower Borrowers to reimburse the Lender on demand for any amounts drawn under a Letter of Credit and such other sums as may be provided for therein, and shall be executed by an Authorized Representative a duly authorized officer of the BorrowerBorrowers. In the event of any conflict between the provisions of any Application and the provisions of this Agreement, the provisions of this Agreement shall govern. (c) Each Letter of Credit shall (i) be a letter of credit issued in the ordinary course of the business of the BorrowerBorrowers; (ii) expire by its terms on a date not later than thirty (30) Business Days prior acceptable to the Termination DateLender, in its sole discretion; (iii) be in an amount that complies with paragraph (a) of this Section 02.10; and (iv) contain such further provisions and conditions as may be requested by the Borrowers, provided that such further provisions and conditions are standard and reasonable for ordinary irrevocable letters of credit and as may be requested by the Borrower, and are reasonably satisfactory to the Lender. (d) The Borrower shall pay to For each Letter of Credit the Lender issues and all renewals thereof, the Lender shall receive from the Borrowers, a letter of credit fee on the aggregate amount of Letter of Credit Obligations outstanding on the date of determination at the rate equal to the applicable Margin on LIBOR Loans on a rate of one percent (1%) per annum basis as follows: (1) On of the Closing Date a fee shall be payable for the period beginning on such Closing Date and ending on August 31, 1997. (2) On each Quarterly Payment Date in each year a fee shall be payable for the period beginning on such date and ending three months later. Such fees shall be calculated on the assumption that the Letter of Credit Obligations on the date of determination will be available for the entire period for which such fee is payable. At the end of such period the fee shall be recalculated based on the actual daily average stated amount of the Letter of Credit Obligations for such period, and the difference, if any, being issued or renewed. Such fee shall be added to payable in advance on the date of issuance or subtracted fromrenewal, as the case may be, the commission payable for the next ensuing period or paid or credited as appropriate if there is no ensuing period. and shall not be refundable under any circumstances. (e) The Borrower acknowledges Borrowers acknowledge that the Lender as issuer of the Letters of Credit will be required by applicable rules and regulations of the Federal Reserve Board to maintain reserves for its liability to honor draws made pursuant to a Letter of Credit. The Borrower agrees Borrowers agree to reimburse the Lender promptly for all additional costs that it may hereafter incur solely by reason of its acting as issuer of the Letters of Credit and its being required to reserve for such liability, it being understood by the Borrower Borrowers that other interest and fees payable under this Agreement do not include compensation of the Lender for such reserves. The Lender shall furnish to the BorrowerBorrowers, at the time of its demand for payment of such additional costs, the computation of such additional cost, which shall be conclusive absent manifest error, provided that such computations are made on a reasonable basis. . (f) The Borrower Borrowers shall pay to the Lender administrative and other fees, if any, in connection with the Letters of Credit in such amounts and at such times as the Lender and the Borrower Borrowers shall agree from time to time. (eg) If a draft drawn under a Letter of Credit is presented to the Lender and the Lender honors such draft, the Borrowers shall, immediately upon demand of the Lender therefor, reimburse the Lender for the amount of such draft, with interest thereon from the date such draft is honored by the Lender to and including the date of reimbursement by the Borrowers to the Lender therefor, at the LIBOR-Based Rate. If the Borrowers fail so to reimburse the Lender, immediately upon demand therefor, for any amount due to the Lender on account of a draft drawn under the Letter of Credit and honored by the Lender, together with accrued interest thereon, by the close of business on the next Business Day after such amount becomes due, the Lender may, at its sole discretion, without exceeding the Maximum Revolving Loan Amount, and without further notice to or demand upon the Borrowers, make an Advance to itself for the purpose of paying such amount due to the Lender and interest thereon. Any such Advance shall be treated as any other Advance hereunder for all purposes. Interest on any such Advance will be at the LIBOR-Based Rate. (h) This Agreement shall not terminate so long as any Letter of Credit is in effect; provided, however, no Letters of Credit shall be issued under this Agreement after the Termination Date.

Letter of Credit Borrowings. (a) From and after the Closing Date to and including thirty (30) Business Days prior to the Termination Date, the Lender shall, upon the terms and subject to the conditions of this Agreement, issue Letters of Credit from time to time for the account of the Borrower Borrowers in such amounts as may be requested by the BorrowerBorrowers, up to a maximum aggregate amount of Letter of Credit Borrowings at any one time outstanding that, when added to (i) the then outstanding Reimbursement Obligations plus (ii) the then outstanding Advances, would not exceed the Maximum Credit Amount then in effect; provided, however, that no Letter of Credit shall be issued if the issuance thereof would cause the aggregate outstanding amount of Letter of Credit Borrowings and Reimbursement Obligations to exceed the lesser of (y) $6,000,000 and (z) the difference between $30,000,000 and the outstanding amount of Advances under the Revolving Facility5,000,000. (b) Each request by the Borrower Borrowers for the issuance of a Letter of Credit (an "Application") shall be submitted to the Lender by the Borrower Hibbett, on behalf of itself and each Participating Entity, at least three (3) five Business Days prior to the date the Letter of Credit is to be issued, shall be on the Lender's then standard application form for letters of credit, shall obligate the Borrower Borrowers to reimburse the Lender on demand for any amounts drawn under a Letter of Credit and such other sums as may be provided for therein, and shall be executed by an Authorized Representative a duly authorized officer of the BorrowerHibbett, on behalf of itself and each Participating Entity. In the event of any conflict between the provisions of any Application and the provisions of this Agreement, the provisions of this Agreement shall govern. (c) Each Letter of Credit shall (i) be a letter of credit issued in the ordinary course of the business of the BorrowerBorrowers; (ii) expire by its terms on a date not later than thirty (30) Business Days prior to the Termination Date; (iii) be in an amount that complies with paragraph (a) of this Section 02.3; and (iv) contain such further provisions and conditions as are standard and reasonable for ordinary irrevocable letters of credit and as may be requested by the BorrowerHibbett, on behalf of itself and each Participating Entity, and reasonably satisfactory to the Lender. (d) The Borrower Borrowers shall pay to the Lender a letter of credit fee payable on each Quarterly Payment Date in arrears equal to the rate of one percent (1%) per annum times the average daily aggregate amount of Letter of Credit Obligations Borrowings outstanding on from time to time during the date of determination at the rate equal to the applicable Margin on LIBOR Loans on a per annum basis as follows: (1) On the Closing Date a fee shall be payable for the period beginning on such Closing Date and ending on August 31, 1997. (2) On each Quarterly Payment Date in each year a fee shall be payable for the period beginning on such date and ending three months later. Such fees shall be calculated on the assumption that the Letter of Credit Obligations on the date of determination will be available for the entire period for which such fee is payable. At the end of such period the fee shall be recalculated based on the actual daily average of the Letter of Credit Obligations for such period, and the difference, if any, shall be added to or subtracted from, as the case may be, the commission payable for the next ensuing period or paid or credited as appropriate if there is no ensuing periodmost recently ended calendar quarter. The Borrower acknowledges Borrowers acknowledge that the Lender as issuer of the Letters of Credit will be required by applicable rules and regulations of the Federal Reserve Board to maintain reserves for its liability to honor draws made pursuant to a Letter of Credit. The Borrower agrees Borrowers agree to reimburse the Lender promptly for all additional costs incurred by reason of any Regulatory Change that it the Lender may hereafter incur solely by reason of its acting as issuer of the Letters of Credit and its being required to reserve for such liability, it being understood by the Borrower Borrowers that other interest and fees payable under this Agreement do not include compensation of the Lender for such reserves. The Lender shall furnish to the BorrowerBorrowers, at the time of its demand for payment of such additional costs, the computation of such additional cost, which shall be conclusive absent manifest demonstrable error, provided that such computations are made on a reasonable basis. The Borrower Borrowers shall pay to the Lender administrative and other fees, if any, in connection with the Letters of Credit in such amounts and at such times as the Lender and the Borrower Borrowers shall agree from time to time. (e) This Agreement shall not terminate so long as any If a draft drawn under a Letter of Credit is presented to the Lender and the Lender honors such draft, the Borrowers shall, promptly upon demand of the Lender therefor and no later than the Business Day following the date of such demand, reimburse the Lender for the amount of such draft, with interest thereon (i) from the date such draft is honored by the Lender to but not including the date the Lender makes demand on the Borrowers for reimbursement, at the applicable Federal Funds Effective Rate and (ii) if the Borrowers do not reimburse the Lender on the date such demand is made, from the date on which such demand is made to, but not including, the date of reimbursement by the Borrowers to the Lender, at the Base Rate then in effect; provided, however, no Letters of Credit shall be issued under this Agreement after the Termination Date.

Letter of Credit Borrowings. (a) From and after the Closing Date to and including thirty (30) Business Days prior to the Termination Date, the Lender shall, upon the terms and subject to the conditions of this Agreement, NationsBank may issue Letters of Credit from time to time in accordance with Section 6.1, in its sole discretion, for the account of the Borrower Letters of Credit in such amounts as may be requested by the Borrower, an aggregate outstanding stated amount up to a maximum aggregate amount of but not to exceed the Letter of Credit Borrowings at any one time outstanding thatCommitment. All Letters of Credit issued pursuant to this Agreement, when added to shall expire on or before the fifth (i5th) Business Day next preceding the then outstanding Reimbursement Obligations plus (ii) the then outstanding Advances, would not exceed the Maximum Credit Amount then in effect; provided, however, that no Termination Date. The aggregate Letter of Credit Obligations shall be issued if at no time exceed the issuance thereof would cause the aggregate outstanding amount of Letter of Credit Borrowings and Reimbursement Obligations to exceed Commitment. In the lesser of (y) $6,000,000 and (z) event that the difference between $30,000,000 and the Borrower shall pay in full all amounts outstanding amount of Advances under the Revolving FacilityFacility and permanently reduce the Revolving Facility to zero as permitted pursuant to Section 2.9 hereof, it shall simultaneously cause all obligations of NationsBank under the Letters of Credit and all obligations of the Lenders with respect to Participations to be discharged in full, whether by providing replacement letters of credit therefor or payment in full of the amount outstanding with respect to the Letter of Credit or the deposit of cash in the amount of outstanding Letters of Credit with the Agent pursuant to the LC Account Agreement. (b) Each request by The Borrower hereby unconditionally agrees to pay to NationsBank on demand at the Borrower for Principal Office (i) all amounts required to pay all drafts drawn in accordance with the issuance terms of a any Letter of Credit (an "Application") shall be submitted to the Lender by the Borrower at least three (3) Business Days prior to the date the Letter of Credit is or purporting to be issued, shall be on the Lender's then standard application form for letters of credit, shall obligate the Borrower to reimburse the Lender on demand for any amounts drawn under a Letter of Credit and such other sums as may be provided for therein, and shall be executed by an Authorized Representative of the Borrower. In the event of any conflict between the provisions of any Application and the provisions of this Agreement, the provisions of this Agreement shall govern. (c) Each Letter of Credit shall (i) be a letter of credit issued in the ordinary course of the business of the Borrower; (ii) expire by its terms on a date not later than thirty (30) Business Days prior to the Termination Date; (iii) be in an amount that complies with paragraph (a) of this Section 0; and (iv) contain such further provisions and conditions as are standard and reasonable for ordinary irrevocable letters of credit and as may be requested by the Borrower, and reasonably satisfactory to the Lender. (d) The Borrower shall pay to the Lender a letter of credit fee on the aggregate amount of Letter of Credit Obligations outstanding on the date of determination at the rate equal to the applicable Margin on LIBOR Loans on a per annum basis as follows: (1) On the Closing Date a fee shall be payable for the period beginning on such Closing Date and ending on August 31, 1997. (2) On each Quarterly Payment Date in each year a fee shall be payable for the period beginning on such date and ending three months later. Such fees shall be calculated on the assumption that the Letter of Credit Obligations on the date of determination will be available for the entire period for which such fee is payable. At the end of such period the fee shall be recalculated based on the actual daily average of the Letter of Credit Obligations for such period, and the difference, if any, shall be added to or subtracted from, as the case may be, the commission payable for the next ensuing period or paid or credited as appropriate if there is no ensuing period. The Borrower acknowledges that the Lender will be required by applicable rules and regulations of the Federal Reserve Board to maintain reserves for its liability to honor draws made pursuant to a Letter of Credit. The Borrower agrees to reimburse the Lender promptly for all additional costs that it may hereafter incur solely by reason of its acting as issuer of the Letters of Credit and its being required to reserve for such liability, it being understood (ii) the face amount of each draft complying with any Letter of Credit accepted by NationsBank on the Borrower that other interest and fees payable under this Agreement do not include compensation of the Lender for such reserves. The Lender shall furnish to the Borrower, at the time of its demand for payment maturity date of such additional costsdraft, or in the computation event of such additional costa Default or Event of Default, which shall be conclusive absent manifest error, provided that such computations are made on a and any and all reasonable basis. The Borrower shall pay to the Lender administrative and other fees, if any, expenses of every kind incurred by NationsBank in connection with the Letters of Credit and in any event and without demand to place in possession of NationsBank (which shall include Advances under the Revolving Facility if permitted by Section 2.1 hereof) sufficient funds to pay all debts and liabilities arising under any Letter of Credit. Subject to the terms hereof, the Borrower's obligations to pay NationsBank under this Section 2.12, and the right of NationsBank to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. NationsBank may charge any account the Borrower may have with it for any and all amounts NationsBank pays under a Letter of Credit, plus commissions, charges and expenses as from time to time agreed to by NationsBank and the Borrower; provided that to the extent permitted by Section 2.1(b), amounts shall be paid pursuant to Advances under the Revolving Facility. The Borrower agrees that NationsBank may, in its sole discretion, accept or pay, as complying with the terms of any Letter of Credit, any drafts or other documents otherwise in order which may be signed or issued by an administrator, executor, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver, attorney in fact or other legal representative of a party who is authorized under such Letter of Credit to draw or issue any drafts or other documents. The Borrower agrees to pay NationsBank interest on any amounts not paid when due hereunder at the Base Rate plus two percent (2%), or such lower rate as may be required by law. (c) In accordance with the provisions of Section 2.1(b) hereof, NationsBank shall notify the Agent (and shall also notify the Borrower) of any drawing under any Letter of Credit issued for account of the Borrower as promptly as practicable following the receipt by NationsBank of such drawing. (d) Each Lender (other than NationsBank) shall automatically acquire on the date of issuance thereof, a Participation in the liability of NationsBank in respect of each Letter of Credit in an amount equal to such Lender's Applicable Commitment Percentage of such liability, and to the extent that the Borrower is obligated to pay NationsBank under Section 2.12(a), each Lender (other than NationsBank) thereby shall absolutely, unconditionally and irrevocably assume, and shall be unconditionally obligated to pay to NationsBank as hereinafter described, its Applicable Commitment Percentage of the liability of NationsBank under such Letter of Credit. On the fifth Business Day prior to the Termination Date, each Lender (including NationsBank in its capacity as a Lender) shall make a Base Rate Loan to the Borrower by paying to the Agent for the account of NationsBank at the Principal Office in Dollars and in immediately available funds, an amount equal to its Applicable Commitment Percentage of any drawing under a Letter of Credit, all as described and pursuant to Section 2.1 (b), but only to the extent any Lender has not previously paid to the Agent for the account of NationsBank such times as amount. With respect to drawings under any of the Letters of Credit, each Lender, upon receipt from the Agent of notice of a drawing in the manner described in Section 2.1(b), shall promptly pay to the Agent for the account of NationsBank, prior to the applicable time set forth in Section 2.1(b), its Applicable Commitment Percentage of such drawing. Simultaneously with the making of each such payment by a Lender or NationsBank, such Lender shall, automatically and without any further action on the part of NationsBank or such Lender, acquire a Participation in an amount equal to such payment (excluding the portion thereof constituting interest) in the related Reimbursement Obligation of the Borrower. The Reimbursement Obligations of the Borrower shall agree be immediately due and payable whether by Advances made in accordance with Section 2.1(b) or otherwise. Each Lender's obligation to make payment to the Agent for the account of NationsBank pursuant to this Section 2.12(d), and the right of NationsBank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Lender is obligated to pay but does not pay amounts to the Agent for the account of NationsBank in full upon receipt of such notice of a drawing as required by this Section 2.12(d), such Lender shall, on demand, pay to the Agent for the account of NationsBank interest on the unpaid amount for each day during the period commencing on the date of notice given to such Lender pursuant to Section 2.1(b) until such Lender pays such amount to the Agent for the account of NationsBank in full at the interest rate per annum for overnight borrowing by NationsBank from time to timethe Federal Reserve Bank. (e) This Agreement Promptly following the end of each calendar quarter, NationsBank shall not terminate so long as deliver to the Agent, and the Agent shall deliver to each Lender, a notice describing the aggregate undrawn amount of Letters of Credit and aggregate face amount of all drafts accepted and outstanding at the end of such quarter. Upon the request of any Lender from time to time, NationsBank shall deliver to the Agent, and the Agent shall deliver to such Lender, any other information reasonably requested by such Lender with respect to the Letter of Credit then outstanding. (f) The issuance by NationsBank of any Letter of Credit is shall be subject to the conditions that such Letter of Credit be in effect; providedsuch form, however, no contain such terms and support such transactions or obligations as shall be reasonably satisfactory to NationsBank consistent with its then current practices and procedures with respect to similar letters of credit. All Letters of Credit shall be issued pursuant to and subject to the Uniform Customs and Practice for Documentary Creditors, 1993 revision, International Chamber of Commerce Publication No. 500 and all subsequent amendments and revisions thereto. The Borrower shall have executed and delivered such other instruments and agreements relating to such Letter of Credit as NationsBank shall have reasonably requested consistent with such practices and procedures. (g) Without duplication of Section 10.12 hereof, the Borrower hereby indemnifies and holds harmless NationsBank, each other Lender and the Agent from and against any and all claims and damages, losses, liabilities, costs or expenses which NationsBank, such other Lender or the Agent may reasonably incur (or which may be claimed against NationsBank, such other Lender or the Agent) by any person by reason of or in connection with the issuance or transfer of or payment or failure to pay under this Agreement any Letter of Credit; provided that the Borrower shall not be required to indemnify NationsBank, any other Lender or the Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, (i) caused by the willful misconduct or negligence of the party to be indemnified, (ii) caused by the failure of NationsBank to pay under any Letter of Credit after the Termination Datepresentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, unless such payment is prohibited by any law, regulation, court order or decree, or (iii) paid or payable by any Lender under Section 2.14 or Section 9.10 hereof and provided, further, Borrower shall not be required to indemnify any Lender from and against any such claims, damages, losses, liabilities, costs or expenses to the extent attributable to such Lender's failure to perform its obligations hereunder.

Letter of Credit Borrowings. (a) From and after the Closing Date to and including thirty (30) Business Days prior to the Termination Date, the Lender shall, upon the terms and subject to the conditions of this Agreement, issue Letters of Credit from time to time for the account of the Borrower in such amounts as may be requested by the Borrower, up to a maximum aggregate amount of Letter of Credit Borrowings at any one time outstanding that, when added to (i) the then outstanding Reimbursement Obligations plus (ii) the then outstanding Advances, would not exceed the Maximum Credit Amount then in effect; provided, however, that no Letter of Credit shall be issued if the issuance thereof would cause the aggregate outstanding amount of Letter of Credit Borrowings and Reimbursement Obligations to exceed the lesser of (y) $6,000,000 and (z) the difference between $30,000,000 and the outstanding amount of Advances under the Revolving Facility. (b) Each request by the Borrower for the issuance of a Letter of Credit (an "Application") shall be submitted to the Lender by the Borrower at least three (3) Business Days prior to the date the Letter of Credit is to be issued, shall be on the Lender's then standard application form for letters of credit, shall obligate the Borrower to reimburse the Lender on demand for any amounts drawn under a Letter of Credit and such other sums as may be provided for therein, and shall be executed by an Authorized Representative of the Borrower. In the event of any conflict between the provisions of any Application and the provisions of this Agreement, the provisions of this Agreement shall govern. (c) Each Letter of Credit shall (i) be a letter of credit issued in the ordinary course of the business of the Borrower; (ii) expire by its terms on a date not later than thirty (30) Business Days prior to the Termination Date; (iii) be in an amount that complies with paragraph (a) of this Section 02.3; and (iv) contain such further provisions and conditions as are standard and reasonable for ordinary irrevocable letters of credit and as may be requested by the Borrower, and reasonably satisfactory to the Lender. (d) The Borrower shall pay to the Lender a letter of credit fee on the aggregate amount of Letter of Credit Obligations outstanding on the date of determination at the rate equal to the applicable Margin on LIBOR Loans on a per annum basis as follows: (1) On the Closing Date a fee shall be payable for the period beginning on such Closing Date and ending on August May 31, 19971998 to the extent such fee has not already been paid for such period. (2) On each Quarterly Payment Date in each year a fee shall be payable for the period beginning on such date and ending three months later. Such fees shall be calculated on the assumption that the Letter of Credit Obligations on the date of determination will be available for the entire period for which such fee is payable. At the end of such period the fee shall be recalculated based on the actual daily average of the Letter of Credit Obligations for such period, and the difference, if any, shall be added to or subtracted from, as the case may be, the commission payable for the next ensuing period or paid or credited as appropriate if there is no ensuing period. The Borrower acknowledges that the Lender will be required by applicable rules and regulations of the Federal Reserve Board to maintain reserves for its liability to honor draws made pursuant to a Letter of Credit. The Borrower agrees to reimburse the Lender promptly for all additional costs that it may hereafter incur solely by reason of its acting as issuer of the Letters of Credit and its being required to reserve for such liability, it being understood by the Borrower that other interest and fees payable under this Agreement do not include compensation of the Lender for such reserves. The Lender shall furnish to the Borrower, at the time of its demand for payment of such additional costs, the computation of such additional cost, which shall be conclusive absent manifest error, provided that such computations are made on a reasonable basis. The Borrower shall pay to the Lender administrative and other fees, if any, in connection with the Letters of Credit in such amounts and at such times as the Lender and the Borrower shall agree from time to time. (e) This Agreement shall not terminate so long as any Letter of Credit is in effect; provided, however, no Letters of Credit shall be issued under this Agreement after the Termination Date.