and in like funds as received by
the Administrative Agent.
(D)
DURING THE EXISTENCE OF A DEFAULT OR AN EVENT OF DEFAULT, THE
COMPANY MAY NOT ELECT TO HAVE A LOAN BE MADE AS, OR CONVERTED INTO OR CONTINUED
AS, AN IBOR LOAN.
(E)
AFTER GIVING EFFECT TO ANY REVOLVING BORROWING, THERE SHALL NOT BE
MORE THAN EIGHT DIFFERENT INTEREST PERIODS IN EFFECT WITH RESPECT TO ALL
REVOLVING LOANS.
(F)
EACH LETTER OF CREDIT SHALL BE IN FORM AND SUBSTANCE ACCEPTABLE
TO THE ADMINISTRATIVE AGENT AND THE ISSUER AND SHALL BY ITS TERMS BE STATED TO
EXPIRE ON A DATE NO LATER THAN THE EARLIER OF (I) THE REVOLVING TERMINATION DATE
AND (II) ONE YEAR FROM THE DATE OF ISSUANCE.
EACH NOTICE OF BORROWING
REQUESTING THE ISSUANCE OF A LETTER OF CREDIT SHALL BE ACCOMPANIED BY A LETTER
OF CREDIT APPLICATION, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT AND THE ISSUER, DULY EXECUTED BY A RESPONSIBLE OFFICER OF
THE COMPANY.
THE AGGREGATE UNDRAWN FACE AMOUNT OF ALL LETTERS OF CREDIT
OUTSTANDING AT ANY TIME SHALL NOT EXCEED THE LESSER OF (A) TWENTY MILLION
DOLLARS ($20,000,000) AND (B) THE AGGREGATE COMMITMENT MINUS THE CANADIAN
SUBLIMIT (THE "LETTER OF CREDIT SUBLIMIT").
(G)
PRIOR TO THE CLOSING DATE, BOA ISSUED THE LETTERS OF CREDIT LISTED
ON SCHEDULE 2.3 (THE "EXISTING LETTERS OF CREDIT") PURSUANT TO THE ORIGINAL
CREDIT AGREEMENT.
EACH AGENT, EACH LENDER AND THE COMPANY HEREBY AGREE THAT
EACH EXISTING LETTER OF CREDIT SHALL BE DEEMED TO BE A LETTER OF CREDIT ISSUED
BY ISSUER UNDER THIS AGREEMENT ON THE CLOSING DATE FOR THE ACCOUNT OF THE
COMPANY.
2.3A
PROCEDURE FOR CANADIAN BORROWING AND ISSUANCE OF
CANADIAN LETTERS OF CREDIT.
(A)
EACH CANADIAN BORROWING AND REQUEST FOR THE ISSUANCE OF A CANADIAN
LETTER OF CREDIT SHALL BE MADE UPON THE CANADIAN COMPANY'S IRREVOCABLE WRITTEN
NOTICE (EXCEPT IN THE CASE OF REQUESTS FOR CANADIAN BASE RATE LOANS, WHICH MAY
BE BY TELEPHONIC REQUEST PROMPTLY FOLLOWED BY WRITTEN NOTICE) DELIVERED TO BOA
CANADA (WITH A COPY TO THE ADMINISTRATIVE AGENT) IN ACCORDANCE WITH SECTION 10.2
IN THE FORM OF A NOTICE OF CANADIAN BORROWING (WHICH NOTICE MUST BE RECEIVED BY
BOA CANADA PRIOR TO 10:00 A.M. (TORONTO TIME)) (I) THREE BUSINESS DAYS PRIOR TO
THE REQUESTED CANADIAN BORROWING DATE, IN THE CASE OF EURODOLLAR RATE LOANS;
(II) ON THE REQUESTED CANADIAN BORROWING DATE, IN THE CASE OF CANADIAN BASE RATE
LOANS; AND (III) THREE BUSINESS DAYS PRIOR TO THE REQUESTED ISSUANCE DATE, IN
THE CASE OF CANADIAN LETTERS OF CREDIT, SPECIFYING:
36
(A)
THE AMOUNT OF THE CANADIAN BORROWING, WHICH (EXCEPT FOR A CANADIAN
BORROWING DEEMED REQUESTED UNDER CLAUSE (II) OF THE PROVISO BELOW) SHALL BE IN
AN AGGREGATE MINIMUM PRINCIPAL AMOUNT OF ONE MILLION CANADIAN DOLLARS
(C$1,000,000) OR ANY MULTIPLE OF FIVE HUNDRED THOUSAND CANADIAN DOLLARS
(C$500,000) IN EXCESS THEREOF, IN THE CASE OF CANADIAN LOANS DENOMINATED IN
CANADIAN DOLLARS, OR AN AGGREGATE MINIMUM PRINCIPAL AMOUNT OF ONE MILLION
DOLLARS ($1,000,000) OR ANY MULTIPLE OF FIVE HUNDRED THOUSAND DOLLARS