otherwise in accordance with
the terms of such Existing Letter of Credit and (iii) Company will undertake
reasonable efforts to replace such Existing Letters of Credit with Letters of
Credit issued by the other Issuing Lender within 90 days after the date of this
Agreement and, upon such replacement, will return such Existing Letters of
Credit to U.S. Bank together with an acknowledgment signed by the beneficiary of
such Existing Letter of Credit stating that such beneficiary no longer has an
interest in such Existing Letter of Credit.
19
2.2
Loan Procedures.
2.2.1
VARIOUS TYPES OF LOANS.
EACH REVOLVING LOAN SHALL BE DIVIDED INTO
TRANCHES WHICH ARE, EITHER A BASE RATE LOAN, WHICH SHALL BE DENOMINATED IN
DOLLARS, OR A EUROCURRENCY RATE LOAN, WHICH MAY BE DENOMINATED IN ANY AGREED
CURRENCY (EACH A "TYPE" OF LOAN), AS THE COMPANY SHALL SPECIFY IN THE RELATED
NOTICE OF BORROWING OR CONVERSION PURSUANT TO SECTION 2.2.2 OR 2.2.3.
EUROCURRENCY RATE LOANS DENOMINATED IN THE SAME CURRENCY HAVING THE SAME
INTEREST PERIOD WHICH EXPIRE ON THE SAME DAY ARE SOMETIMES CALLED A "GROUP" OR
COLLECTIVELY "GROUPS".
BASE RATE LOANS AND EUROCURRENCY RATE LOANS MAY BE
OUTSTANDING AT THE SAME TIME, PROVIDED THAT NOT MORE THAN SEVEN DIFFERENT GROUPS
OF EUROCURRENCY RATE LOANS SHALL BE OUTSTANDING AT ANY ONE TIME.
ALL
BORROWINGS, CONVERSIONS AND REPAYMENTS OF REVOLVING LOANS SHALL BE EFFECTED SO
THAT EACH LENDER WILL HAVE A RATABLE SHARE (ACCORDING TO ITS PRO RATA SHARE) OF
ALL TYPES AND GROUPS OF LOANS.
2.2.2
BORROWING PROCEDURES.
THE COMPANY SHALL GIVE WRITTEN NOTICE (EACH
SUCH WRITTEN NOTICE, A "NOTICE OF BORROWING") SUBSTANTIALLY IN THE FORM OF
EXHIBIT D TO THE ADMINISTRATIVE AGENT OF EACH PROPOSED BORROWING NOT LATER THAN
(A) IN THE CASE OF A BASE RATE BORROWING, 1:00 P.M., CHICAGO TIME, ON THE
PROPOSED DATE OF SUCH BORROWING, (B) IN THE CASE OF A EUROCURRENCY RATE
BORROWING DENOMINATED IN DOLLARS, 1:00 P.M., CHICAGO TIME, AT LEAST THREE
BUSINESS DAYS PRIOR TO THE PROPOSED DATE OF SUCH BORROWING, AND (C) IN THE CASE
OF A EUROCURRENCY RATE BORROWING DENOMINATED IN A FOREIGN CURRENCY, 1:00 P.M.,
CHICAGO TIME, AT LEAST FOUR BUSINESS DAYS PRIOR TO THE PROPOSED DATE OF SUCH
BORROWING.
EACH SUCH NOTICE SHALL BE EFFECTIVE UPON RECEIPT BY THE
ADMINISTRATIVE AGENT, SHALL BE IRREVOCABLE, AND SHALL SPECIFY THE DATE, AMOUNT
AND TYPE OF BORROWING AND, IN THE CASE OF A EUROCURRENCY RATE BORROWING, THE
INITIAL INTEREST PERIOD THEREFOR AND THE CURRENCY THEREOF.
PROMPTLY UPON
RECEIPT OF SUCH NOTICE, THE ADMINISTRATIVE AGENT SHALL ADVISE EACH LENDER
THEREOF.
NOT LATER THAN 3:00 P.M., CHICAGO TIME, ON THE DATE OF A PROPOSED
BORROWING, EACH LENDER SHALL PROVIDE THE ADMINISTRATIVE AGENT AT THE OFFICE
SPECIFIED BY THE ADMINISTRATIVE AGENT WITH SAME DAY FUNDS IN THE APPROPRIATE
CURRENCY COVERING SUCH LENDER'S PRO RATA SHARE OF SUCH BORROWING AND, SO LONG AS
THE ADMINISTRATIVE AGENT HAS NOT RECEIVED WRITTEN NOTICE THAT THE CONDITIONS
PRECEDENT SET FORTH IN SECTION 11 WITH RESPECT TO SUCH BORROWING HAVE NOT BEEN
SATISFIED, THE ADMINISTRATIVE