Common use of Letter of Credit Subfeature Clause in Contracts

Letter of Credit Subfeature. As a subfeature under the Line, Bank may from time to time up to and including the Termination Date, issue letters of credit for the account of Borrower (each such letter of credit and each letter of credit issued by Bank for the account of Borrower or one of its Subsidiaries under the Prior Agreement which is outstanding on the date hereof, a "Letter of Credit" and collectively, "Letters of Credit"); provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the difference between (a) the Line, minus (b) the aggregate unpaid principal amount of all Loans, minus (c) the amount of all drawings under any Letter of Credit for which Bank has not been reimbursed. No Letter of Credit issued or renewed subsequent to January 31, 2001 shall have an expiry subsequent to 365 or more days after the Termination Date (any Letter of Credit with an expiry beyond the Termination Date, an "Extended Expiry LC"). Each draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line and shall be repaid in accordance with the terms of the Line; provided, however, that if the Line is not available for any reason whatsoever, at the time any draft is paid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then the full amount of such drafts shall be immediately due and payable, together with interest thereon, from the date such amount is paid by Bank to the date such amount is fully repaid by Borrower, at that rate of interest applicable to advances under the Line. In such event, Borrower agrees that Bank, at Bank's sole discretion may debit any Collateral Account or Borrower's deposit accounts with Bank for the amount of such draft. If at any time prior to the Termination Date the sum of (a) the aggregate unpaid principal of the Loans, plus (b) the aggregate undrawn amount of all outstanding Letters of Credit exceeds the Line, Borrower shall immediately pay to Bank the amount of such excess, together with accrued, unpaid interest on the amount of such excess. If at any time after the Termination Date the aggregate undrawn amount of all Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts, at Bank's request, Borrower shall immediately deliver to Bank, for deposit into a Collateral Account, an amount in cash up to, but not to exceed, the amount the aggregate undrawn amount of all the Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts at such time. Letters of Credit shall be priced at a rate of 1.50% per annum of the face amount of the Letter of Credit, which fee is due and payable on issuance of the Letters of Credit. Discontinuance of LIBOR, Adjusted LIBOR Rate, and LIBOR Borrowings. Borrower shall not elect to have all or any portion of the Loans bear interest at the Adjusted LIBOR Rate (the option to do so under the Agreement being hereby terminated), Borrower may not request a LIBOR Borrowing, and any LIBOR Borrowings outstanding as of the date of this Amendment shall immediately convert to Prime Rate Borrowings. Borrower will pay all accrued and unpaid interest to date on the amount converted and all Consequential Loss due under Section 2.G.iv. Addition to Section 4.A. Section 4.A. of the Agreement is amended to add the following clause v thereto which shall read in its entirety as follows:

Letter of Credit Subfeature. As (i) Subject to the terms and conditions of this Agreement, as a subfeature under the LineLine of Credit, Bank may Letter of Credit Issuer agrees, in reliance upon the agreements of Lenders in this Section 1.2, from time to time up to and including the Termination Date, fifth Business Day prior to the Maturity Date to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each such letter of credit and each letter of credit issued by Bank for the account of Borrower or one of its Subsidiaries under the Prior Agreement which is outstanding on the date hereofeach, a "“Letter of Credit" ” and collectively, "“Letters of Credit"”); provided, provided however, that the form and substance of each aggregate Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit Obligations shall not at any time exceed Twenty Million Dollars ($20,000,000.00) (the difference between “Letter of Credit Sublimit”), and to honor drawings under the Letters of Credit; provided that, after giving effect to any issuance of any Letter of Credit, the extension of the expiry date thereof or the increase of the amount thereof: (aA) the Line, minus sum of (b1) the Outstanding Amount of all Line of Credit Advances plus (2) the Outstanding Amount of all Letter of Credit Obligations shall not exceed One Hundred Million Dollars ($100,000,000.00); (B) the sum of (1) the aggregate unpaid principal amount Outstanding Amount of the Line of Credit Advances of any Lender, plus (2) such Lender's Pro Rata Share multiplied by the Outstanding Amount of all Loans, minus (c) the amount of all drawings under any Letter of Credit for which Bank has Obligations shall not been reimbursed. No exceed such Lender's Commitment; and (C) the Outstanding Amount of the Letter of Credit issued or renewed subsequent to January 31, 2001 Obligations shall have an expiry subsequent to 365 or more days after not exceed the Termination Date (any Letter of Credit with an expiry beyond the Termination Date, an "Extended Expiry LC")Sublimit. Each draft paid request by Bank under Borrower for the issuance or amendment of a Letter of Credit shall be deemed an advance under to be a representation by Borrower that the Line and shall be repaid in accordance request complies with the terms conditions set forth in the proviso to the preceding sentence, and Letter of Credit Issuer shall have no obligation to provide for any issuance of any Letter of Credit, the extension of the Line; provided, however, that expiry date thereof or the increase of the amount thereof if any of the Line is not available for any reason whatsoever, at conditions set forth in the time any draft is paid by Bank, or if advances proviso to the preceding sentence are not available under satisfied. Within the Line in such amount due to any limitation of borrowing set forth hereinforegoing limits, then the full amount of such drafts shall be immediately due and payable, together with interest thereon, from the date such amount is paid by Bank subject to the date such amount is fully repaid by Borrowerterms and conditions hereof, at that rate of interest applicable to advances under the Line. In such event, Borrower agrees that Bank, at Bank's sole discretion may debit any Collateral Account or Borrower's deposit accounts with Bank for the amount of such draft. If at any time prior ability to the Termination Date the sum of (a) the aggregate unpaid principal of the Loans, plus (b) the aggregate undrawn amount of all outstanding Letters of Credit exceeds the Line, Borrower shall immediately pay to Bank the amount of such excess, together with accrued, unpaid interest on the amount of such excess. If at any time after the Termination Date the aggregate undrawn amount of all Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts, at Bank's request, Borrower shall immediately deliver to Bank, for deposit into a Collateral Account, an amount in cash up to, but not to exceed, the amount the aggregate undrawn amount of all the Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts at such time. obtain Letters of Credit shall be priced at a rate of 1.50% per annum of fully revolving, and, accordingly, Borrower may, during the face amount of the Letter of Creditforegoing period, which fee is due and payable on issuance of the obtain Letters of CreditCredit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Discontinuance All Existing Letters of LIBOR, Adjusted LIBOR Rate, and LIBOR Borrowings. Borrower Credit shall not elect be deemed to have all or any portion of been issued pursuant hereto and, from and after the Loans bear interest at Closing Date, shall be subject to and governed by the Adjusted LIBOR Rate (the option to do so under the Agreement being hereby terminated), Borrower may not request a LIBOR Borrowing, terms and any LIBOR Borrowings outstanding as of the date of this Amendment shall immediately convert to Prime Rate Borrowings. Borrower will pay all accrued and unpaid interest to date on the amount converted and all Consequential Loss due under Section 2.G.iv. Addition to Section 4.A. Section 4.A. of the Agreement is amended to add the following clause v thereto which shall read in its entirety as follows:conditions hereof.

Letter of Credit Subfeature. As a subfeature under the LineLine of Credit, Bank may agrees from time to time up during the term thereof to and including the Termination Date, issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each such letter for general corporate purposes of credit and each letter of credit issued Borrower agreed to by Bank for the account of Borrower or one of its Subsidiaries under the Prior Agreement which is outstanding on the date hereof(each, a "“Letter of Credit" ” and collectively, "“Letters of Credit"”); provided, provided however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Twenty Five Million Dollars ($25,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty five or three hundred sixty six (365 or 366), as applicable, days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than three hundred sixty five or three hundred sixty six (365 or 366), as applicable, days beyond the difference between maturity date of the Line of Credit; provided further that if any Letter of Credit shall have an expiration date beyond the maturity date or termination date of the Line of Credit, Borrower shall, at least thirty (a30) days prior to the Lineearlier of the maturity date or termination date of the Line of Credit, minus (b) cash collateralize the aggregate unpaid principal amount of all Loansoutstanding but undrawn Letters of Credit by depositing in a blocked, minus non-interest bearing deposit account of Borrower at Bank in the name of Bank and under the sole dominion and control of Bank cash in an aggregate amount equal to one hundred five percent (c105%) of the maximum aggregate amount available to be drawn under all outstanding but undrawn Letters of Credit and if additional Letters of Credit become outstanding from and after the date of such deposit, Borrower shall immediately deposit additional cash collateral in an aggregate amount equal to one hundred five percent (105%) of the maximum aggregate amount available to be drawn under such additional Letters of Credit (all such cash deposits, deposit accounts and all balances therein, collectively, the “Letter of Credit Deposits”). Borrower hereby grants to (and subjects to the control of) Bank, and agrees to maintain, a first priority security interest in all Letter of Credit Deposits, and in all proceeds thereof, all as security for the obligations to which such cash collateral may be applied pursuant to this Agreement or the other Loan Documents. Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of cash collateral. Upon the drawing of any Letter of Credit that has been cash collateralized, unless such drawing has become an advance under the Line of Credit pursuant to the terms and conditions of this Agreement or has been repaid by Borrower in accordance with this Agreement, the funds held as cash collateral shall be applied (without any further action by or notice to or from Borrower or any guarantor hereunder) to repay Bank. At such time as the Letter of Credit Deposits exceed the sum of the maximum aggregate amount available to be drawn under all outstanding but undrawn Letters of Credit and the aggregate amount of all drawings under any Letters of Credit honored by Bank and not repaid by Borrower, if no Event of Default (as defined herein) has occurred and is continuing, the amount of such excess shall, at the request of Borrower, be released to Borrower. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit for which Bank has not been reimbursed. No shall be subject to the additional terms and conditions of the Letter of Credit issued or renewed subsequent to January 31agreements, 2001 shall have an expiry subsequent to 365 or more days after applications and any related documents required by Bank in connection with the Termination Date (any Letter of Credit with an expiry beyond the Termination Date, an "Extended Expiry LC")issuance thereof. Each draft drawing paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of the Linethis Agreement applicable to such advances; provided, provided however, that if advances under the Line is of Credit are not available available, for any reason whatsoeverreason, at the time any draft drawing is paid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth hereinpaid, then Borrower shall immediately pay to Bank the full amount of such drafts shall be immediately due and payabledrawn, together with interest thereon, thereon from the date such amount drawing is paid by Bank to the date such amount is fully repaid by Borrower, at that the rate of interest applicable to advances under the LineLine of Credit. In such event, event Borrower agrees that Bank, at Bank's in its sole discretion discretion, may debit any Collateral Account or Borrower's deposit accounts account maintained by Borrower with Bank for the amount of any such draft. If at any time prior to the Termination Date the sum of (a) the aggregate unpaid principal of the Loans, plus (b) the aggregate undrawn amount of all outstanding Letters of Credit exceeds the Line, Borrower shall immediately pay to Bank the amount of such excess, together with accrued, unpaid interest on the amount of such excess. If at any time after the Termination Date the aggregate undrawn amount of all Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts, at Bank's request, Borrower shall immediately deliver to Bank, for deposit into a Collateral Account, an amount in cash up to, but not to exceed, the amount the aggregate undrawn amount of all the Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts at such time. Letters of Credit shall be priced at a rate of 1.50% per annum of the face amount of the Letter of Credit, which fee is due and payable on issuance of the Letters of Credit. Discontinuance of LIBOR, Adjusted LIBOR Rate, and LIBOR Borrowings. Borrower shall not elect to have all or any portion of the Loans bear interest at the Adjusted LIBOR Rate (the option to do so under the Agreement being hereby terminated), Borrower may not request a LIBOR Borrowing, and any LIBOR Borrowings outstanding as of the date of this Amendment shall immediately convert to Prime Rate Borrowings. Borrower will pay all accrued and unpaid interest to date on the amount converted and all Consequential Loss due under Section 2.G.iv. Addition to Section 4.A. Section 4.A. of the Agreement is amended to add the following clause v thereto which shall read in its entirety as follows:drawing.

Letter of Credit Subfeature. As a subfeature under the LineLine of Credit, Bank may agrees from time to time up during the term thereof to and including the Termination Date, issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each such letter for general corporate purposes of credit and each letter of credit issued Borrower agreed to by Bank for the account of Borrower or one of its Subsidiaries under the Prior Agreement which is outstanding on the date hereof(each, a "“Letter of Credit" ” and collectively, "“Letters of Credit"”); provided, provided however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty five or three hundred sixty six (365 or 366) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than three hundred sixty five or three hundred sixty six (365 or 366) days beyond the difference between maturity date of the Line of Credit; provided further that if any Letter of Credit shall have an expiration date beyond the maturity date or termination date of the Line of Credit, Borrower shall, at least thirty (a30) days prior to the Lineearlier of the maturity date or termination date of the Line of Credit, minus (b) cash collateralize the aggregate unpaid principal amount of all Loansoutstanding but undrawn Letters of Credit by depositing in a blocked, minus non-interest bearing deposit account of Borrower at Bank in the name of Bank and under the sole dominion and control of Bank cash in an aggregate amount equal to one hundred five percent (c105%) of the maximum aggregate amount available to be drawn under all outstanding but undrawn Letters of Credit and if additional Letters of Credit become outstanding from and after the date of such deposit, Borrower shall immediately deposit additional cash collateral in an aggregate amount equal to one hundred five percent (105%) of the maximum aggregate amount available to be drawn under such additional Letters of Credit (all such cash deposits, deposit accounts and all balances therein, collectively, the “Letter of Credit Deposits”). Borrower hereby grants to (and subjects to the control of) Bank, and agrees to maintain, a first priority security interest in all Letter of Credit Deposits, and in all proceeds thereof, all as security for the obligations to which such cash collateral may be applied pursuant to this Agreement or the other Loan Documents. Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of cash collateral. Upon the drawing of any Letter of Credit that has been cash collateralized, unless such drawing has become an advance under the Line of Credit pursuant to the terms and conditions of this Agreement or has been repaid by Borrower in accordance with this Agreement, the funds held as cash collateral shall be applied (without any further action by or notice to or from Borrower or any guarantor hereunder) to repay Bank. At such time as the Letter of Credit Deposits exceed the sum of the maximum aggregate amount available to be drawn under all outstanding but undrawn Letters of Credit and the aggregate amount of all drawings under any Letters of Credit honored by Bank and not repaid by Borrower, if no Event of Default (as defined herein) has occurred and is continuing, the amount of such excess shall, at the request of Borrower, be released to Borrower. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit for which Bank has not been reimbursed. No shall be subject to the additional terms and conditions of the Letter of Credit issued or renewed subsequent to January 31agreements, 2001 shall have an expiry subsequent to 365 or more days after applications and any related documents required by Bank in connection with the Termination Date (any Letter of Credit with an expiry beyond the Termination Date, an "Extended Expiry LC")issuance thereof. Each draft drawing paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of the Linethis Agreement applicable to such advances; provided, provided however, that if advances under the Line is of Credit are not available available, for any reason whatsoeverreason, at the time any draft drawing is paid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth hereinpaid, then Borrower shall immediately pay to Bank the full amount of such drafts shall be immediately due and payabledrawn, together with interest thereon, thereon from the date such amount drawing is paid by Bank to the date such amount is fully repaid by Borrower, at that the rate of interest applicable to advances under the LineLine of Credit. In such event, event Borrower agrees that Bank, at Bank's in its sole discretion discretion, may debit any Collateral Account or Borrower's deposit accounts account maintained by Borrower with Bank for the amount of any such draft. If at any time prior to the Termination Date the sum of (a) the aggregate unpaid principal of the Loans, plus (b) the aggregate undrawn amount of all outstanding Letters of Credit exceeds the Line, Borrower shall immediately pay to Bank the amount of such excess, together with accrued, unpaid interest on the amount of such excess. If at any time after the Termination Date the aggregate undrawn amount of all Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts, at Bank's request, Borrower shall immediately deliver to Bank, for deposit into a Collateral Account, an amount in cash up to, but not to exceed, the amount the aggregate undrawn amount of all the Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts at such time. Letters of Credit shall be priced at a rate of 1.50% per annum of the face amount of the Letter of Credit, which fee is due and payable on issuance of the Letters of Credit. Discontinuance of LIBOR, Adjusted LIBOR Rate, and LIBOR Borrowings. Borrower shall not elect to have all or any portion of the Loans bear interest at the Adjusted LIBOR Rate (the option to do so under the Agreement being hereby terminated), Borrower may not request a LIBOR Borrowing, and any LIBOR Borrowings outstanding as of the date of this Amendment shall immediately convert to Prime Rate Borrowings. Borrower will pay all accrued and unpaid interest to date on the amount converted and all Consequential Loss due under Section 2.G.iv. Addition to Section 4.A. Section 4.A. of the Agreement is amended to add the following clause v thereto which shall read in its entirety as follows:drawing.

Letter of Credit Subfeature. As a subfeature under the Line, Bank may from time to time up to and including the Termination DateDecember 11, 1999, issue letters of credit for the account of Borrower (each such letter of credit and each letter of credit issued by the Bank for the account of Borrower or one of its Subsidiaries under the Prior Agreement which is outstanding on the date hereof, a "Letter of Credit" and collectively, "Letters of Credit"); provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the difference between (a) the Line, minus (b) the aggregate unpaid principal amount of all Loans, minus (c) the amount of all drawings under any Letter of Credit for which Bank has not been reimbursed. No Letter of Credit issued or renewed subsequent to January 31, 2001 shall have an expiry subsequent to 365 December 11, 2000 or 366 or more days after the Termination Date (any Letter issuance date; provided Borrower may request that Bank issue Letters of Credit with having an expiry beyond after December 11, 2000 or an expiry 366 or more days after the Termination Date, an issuance date ("Extended Expiry LC"), if (a) the undrawn amount of such Extended Expiry LC plus the aggregate undrawn amount of all other Extended Expiry LCs does not exceed by more than $350,000 an amount equal to the aggregate amount on deposit in the Collateral Accounts (b) the undrawn amount of any single Extended Expiry LC does not exceed by more than $50,000 an amount equal to the aggregate amount on deposit in the Collateral Accounts, and (c) the aggregate undrawn amount of all Extended Expiry LCs having the same beneficiary does not exceed by more than $50,000 an amount equal to the aggregate amount on deposit in the Collateral Accounts; provided further, however, that Bank, in its sole discretion, reserves the right to require the Borrower at any time to deliver to Bank, for deposit into a Collateral Account, an amount in cash up to, but not to exceed, the amount the aggregate undrawn amount of all the Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts at such time. Each draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line and shall be repaid in accordance with the terms of the Line; provided, however, that if the Line is not available for any reason whatsoever, at the time any draft is paid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then the full amount of such drafts shall be immediately due and payable, together with interest thereon, from the date such amount is paid by Bank to the date such amount is fully repaid by Borrower, at that rate of interest applicable to advances under the Line. In such event, Borrower agrees that Bank, at Bank's sole discretion may debit any Collateral Account or Borrower's deposit accounts with Bank for the amount of such draft. If at any time prior to the Termination Date the sum of (a) the aggregate unpaid principal of the Loans, plus (b) the aggregate undrawn amount of all outstanding Letters of Credit exceeds the Line, Borrower shall immediately pay to Bank the amount of such excess, together with accrued, unpaid interest on the amount of such excess. If at any time after the Termination Date the aggregate undrawn amount of all Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts, at Bank's request, Borrower shall immediately deliver to Bank, for deposit into a Collateral Account, an amount in cash up to, but not to exceed, the amount the aggregate undrawn amount of all the Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts at such time. Letters of Credit shall be priced at a rate of 1.501.00% per annum of the face amount of the Letter of Credit, which fee is due and payable on issuance of the Letters of Credit. Discontinuance of LIBOR, Adjusted LIBOR Rate, and LIBOR Borrowings. Borrower shall not elect to have all or any portion of the Loans bear interest at the Adjusted LIBOR Rate (the option to do so under the Agreement being hereby terminated), Borrower may not request a LIBOR Borrowing, and any LIBOR Borrowings outstanding as of the date of this Amendment shall immediately convert to Prime Rate Borrowings. Borrower will pay all accrued and unpaid interest to date on the amount converted and all Consequential Loss due under Section 2.G.iv. Addition to Section 4.A. Section 4.A. of the Agreement is amended to add the following clause v thereto which shall read in its entirety as follows:.

Letter of Credit Subfeature. As a subfeature under the Line, Bank may from time to time up to and including the Termination DateDecember 12, 2000, issue letters of credit for the account of Borrower (each such letter of credit and each letter of credit issued by Bank for the account of Borrower or one of its Subsidiaries under the Prior Agreement which is outstanding on the date hereofeach, a "Letter of Credit" and collectively, "Letters of Credit"); provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the difference between (a) the Line, minus (b) the aggregate unpaid principal amount of all Loans, minus (c) the amount of all drawings under any Letter of Credit for which Bank has not been reimbursed. No Letter of Credit issued or renewed subsequent to January 31, 2001 shall have an expiry subsequent to 365 December 10, 2001 or 364 or more days after the Termination Date (any Letter issuance date; provided Borrower may request that Bank issue Letters of Credit with having an expiry beyond after December 10, 2001 or an expiry 364 or more days after the Termination Date, an issuance date ("Extended Expiry LC"), if the undrawn amount of such Extended Expiry LC plus the aggregate undrawn amount of all other Extended Expiry LCs does not exceed an amount equal to the sum of (a) the amount of each Collateral Account plus (b) 95% of the cash value of each Collateral Policy. Each draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line and shall be repaid in accordance with the terms of the Line; provided, provided however, that if the Line is not available for any reason whatsoever, at the time any draft is paid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then the full amount of such drafts shall be immediately due and payable, together with interest thereon, from the date such amount is paid by Bank to the date such amount is fully repaid by Borrower, at that rate of interest applicable to advances under the Line. In such event, Borrower agrees that Bank, at Bank's sole discretion may debit any Collateral Account or Borrower's deposit accounts with Bank or obtain all or any of the cash value of any Collateral Policy for the amount of such draft. If at any time prior to the Termination Date December 12, 1999 the sum of (a) the aggregate unpaid principal of the Loans, plus (b) the aggregate undrawn amount of all outstanding Letters of Credit exceeds the Line, Borrower shall immediately pay to Bank the amount of such excess, together with accrued, unpaid interest on the amount of such excess. If at any time after the Termination Date December 12, 1999 the aggregate undrawn amount of all Extended Expiry LCs exceeds the aggregate sum of (a) the amount on deposit in of each Collateral Account, plus (b) 95% of the cash value of each Collateral Accounts, at Bank's requestPolicy, Borrower shall immediately deliver to Bank, for deposit into a Collateral Account, an amount in cash up to, but not equal to exceed, the amount the aggregate undrawn amount of all the Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts at such timeexcess. Letters of Credit shall be priced at a rate of 1.501.5% per annum of the face amount of the Letter of Credit, which fee is due and payable on issuance of the Letters of Credit. Discontinuance Bank shall send to Borrower notice of LIBOR, Adjusted LIBOR Rate, and LIBOR Borrowings. Borrower shall not elect Bank's election to have all or pursue any portion of remedy with respect to the Loans bear interest at the Adjusted LIBOR Rate (the option Collateral Policy three days prior to do so under the Agreement being hereby terminated), Borrower may not request a LIBOR Borrowing, and any LIBOR Borrowings outstanding as of the date of this Amendment shall immediately convert to Prime Rate Borrowings. Borrower will pay all accrued and unpaid interest to date on the amount converted and all Consequential Loss due under Section 2.G.iv. Addition to Section 4.A. Section 4.A. of the Agreement is amended to add the following clause v thereto which shall read in its entirety as follows:enforcing such remedy.

Letter of Credit Subfeature. As a subfeature under the Line, Bank may from time to time up to and including the Termination DateDecember 11, 1998, issue letters of credit for the account of Borrower (each such letter of credit and each letter of credit issued by Bank for the account of Borrower or one of its Subsidiaries under the Prior Agreement which is outstanding on the date hereofeach, a "Letter of Credit" and collectively, "Letters of Credit"); provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the difference between (a) the Line, minus (b) the aggregate unpaid principal amount of all Loans. No Letter of Credit shall have an expiry subsequent to December 11, minus 1998 or 366 or more days after the issuance date; provided Borrower may request that Bank issue Letters of Credit having an expiry after December 11, 1998 or an expiry 366 or more days after the issuance date (c"Extended Expiry LC"), if the undrawn amount of such Extended Expiry LC plus the aggregate undrawn amount of all other Extended Expiry LCs does not exceed an amount equal to the sum of (a) the amount of each Collateral Account plus (b) 95% of the cash value of each Collateral Policy. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed. No Letter of Credit issued or renewed subsequent to January 31, 2001 reimbursed shall have an expiry subsequent to 365 or more days after be reserved under the Termination Date (any Letter of Credit with an expiry beyond the Termination Date, an "Extended Expiry LC")Line and shall not be available for advances thereunder. Each draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line and shall be repaid in accordance with the terms of the Line; provided, provided however, that if the Line is not available for any reason whatsoever, at the time any draft is paid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then the full amount of such drafts shall be immediately due and payable, together with interest thereon, from the date such amount is paid by Bank to the date such amount is fully repaid by Borrower, at that rate of interest applicable to advances under the Line. In such event, Borrower agrees that Bank, at Bank's sole discretion may debit any Collateral Account or Borrower's deposit accounts with Bank or obtain all or any of the cash value of any Collateral Policy for the amount of such draft. If at any time prior to the Termination Date December 12, 1997 the sum of (a) the aggregate unpaid principal of the Loans, plus (b) the aggregate undrawn amount of all outstanding Letters of Credit exceeds the Line, Borrower shall immediately pay to Bank the amount of such excess, together with accrued, unpaid interest on the amount of such excess. If at any time after the Termination Date December 12, 1997 the aggregate undrawn amount of all Extended Expiry LCs exceeds the aggregate sum of (a) the amount on deposit in of each Collateral Account, plus (b) 95% of the cash value of each Collateral Accounts, at Bank's requestPolicy, Borrower shall immediately deliver to Bank, for deposit into a Collateral Account, an amount in cash up to, but not equal to exceed, the amount the aggregate undrawn amount of all the Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts at such timeexcess. Letters of Credit shall be priced at a rate of 1.501.5% per annum of the face amount of the Letter of Credit, which fee is due and payable on issuance of the Letters of Credit. Discontinuance Bank shall send to Borrower notice of LIBOR, Adjusted LIBOR Rate, and LIBOR Borrowings. Borrower shall not elect Bank's election to have all or pursue any portion of remedy with respect to the Loans bear interest at the Adjusted LIBOR Rate (the option Collateral Policy three days prior to do so under the Agreement being hereby terminated), Borrower may not request a LIBOR Borrowing, and any LIBOR Borrowings outstanding as of the date of this Amendment shall immediately convert to Prime Rate Borrowings. Borrower will pay all accrued and unpaid interest to date on the amount converted and all Consequential Loss due under Section 2.G.iv. Addition to Section 4.A. Section 4.A. of the Agreement is amended to add the following clause v thereto which shall read in its entirety as follows:enforcing such remedy.