Additional Letter of Credit Facilities. The Company may, at any time and from time to time from and after the Closing Date but prior to the Maturity Date for the Revolving Credit Facility, elect to add one or more additional letter of credit facilities under this Agreement solely for the issuance of Performance Letters of Credit (each an “Additional Letter of Credit Facility” and collectively, “Additional Letter of Credit Facilities”), which such Performance Letters of Credit shall be issued upon the application of the Company and for the account of the Company or one or more of its Subsidiaries; provided that (i) the aggregate outstanding Performance Letters of Credit issued under all such Additional Letter of Credit Facilities shall not exceed $500,000,000, (ii) the Company shall execute and deliver such documents and instruments and take such other actions as may be reasonably requested by the Administrative Agent in connection with the addition of any Additional Letter of Credit Facility (including reaffirmation of the representations and warranties and legal opinions), (iii) no Default has occurred and is continuing or would result from such Additional Letter of Credit Facility, (iv) the Company and its Subsidiaries are in compliance, on a pro forma basis, with the covenants set forth in Section 7.10, as of the last day of the most recently ended fiscal quarter immediately before and after giving effect to such Additional Letter of Credit Facility and (vi) each Additional Letter of Credit Facility (A) shall mature on the Maturity Date for the Revolving Credit Facility, (B) except with respect to terms and conditions related to pricing, other economics and the mechanics of such facility, will not have terms or conditions that are adverse to the interests of the Lenders (prior to giving effect to such Additional Letter of Credit Facility) or materially different than the existing Multicurrency Revolving Credit Facility, and (C) will be secured by the relevant Equity Interests, if any, constituting Collateral on a pari passu basis with the other obligations hereunder (including being unsecured during any period that is not a Collateral Period). Any request under this Section 2.03(o) shall be submitted by the Company to the Administrative Agent (which shall promptly forward copies to the Lenders). At the time of sending such request, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which in no event shall be more than ten Business Days from the date of delivery of such request). The Company may also specify any fees offered to those Lenders which agree to provide commitments pursuant to any Additional Letter of Credit Facility, which fees may be variable based upon the amount of the commitment which any such Lender is willing to provide under such Additional Letter of Credit Facility. No Lender or L/C Issuer shall have any obligation, express or implied, to provide a commitment to, or be an issuing bank under, any Additional Letter of Credit Facility. No Lender or L/C Issuer which declines to provide a commitment to, or to be an issuing bank under, any Additional Letter of Credit Facility may be replaced with respect to its existing Loans or Commitment as a result thereof without such Lender’s or L/C Issuer’s consent; provided that nothing in this sentence shall modify the Company’s rights to remove any L/C Issuer pursuant to Section 2.03(m). Each Lender or L/C Issuer which has agreed to provide a commitment to, or to be an issuing bank under, any Additional Letter of Credit Facility shall notify the Administrative Agent within the time period specified above of the proposed amount of its commitment. The Company may accept some or all of the offered amounts or designate new lenders that qualify as Eligible Assignees and that are reasonably acceptable to the Administrative Agent to provide a commitment to, or to be an issuing bank under, any Additional Letter of Credit Facility hereunder in accordance with this Section 2.03(o). The Company and the Administrative Agent shall have discretion jointly to adjust the allocation of the amounts of all commitments provided under any Additional Letter of Credit Facility. Subject to the foregoing, any Additional Letter of Credit Facility requested by the Company shall be effective upon delivery to the Administrative Agent of each of the following documents: (A) an executed copy of an amendment to this Agreement signed by the Company, the Administrative Agent and any new Lenders effectuating such Additional Letter of Credit Facility; (B) a notice to the Lenders, in form and substance reasonably acceptable to the Administrative Agent, signed by a duly authorized officer of the Company; (C) an officer’s certificate of the Company, in form and substance reasonably acceptable to the Administrative Agent as to the authority of the officer executing the amendment on behalf of the Company; and (D) any other certificates or documents that the Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to the Administrative Agent. The aggregate amount of any Additional Letter of Credit Facility shall be an amount equal to the aggregate amount of the commitments provided by Lenders under such Additional Letter of Credit Facility. Upon effectiveness of any Additional Letter of Credit Facility, the pro rata share of each Lender will be adjusted to give effect to the commitments provided under such Additional Letter of Credit Facility.
Appears in 1 contract
Samples: Credit Agreement (Urs Corp /New/)
Additional Letter of Credit Facilities. The Company may, at any time and from time to time from and after the Closing Date but prior to the Maturity Date for fourth anniversary of the Revolving Credit FacilityClosing Date, elect to add one or more additional letter of credit facilities under this Agreement solely for the issuance of Performance Letters of Credit (each an “Additional Letter of Credit Facility” and collectively, “Additional Letter of Credit Facilities”), which such Performance Letters of Credit shall be issued upon the application of the Company and for the account of the Company or one or more of its Subsidiaries; provided that (i) the aggregate outstanding Performance Letters of Credit issued under all such Additional Letter of Credit Facilities shall not exceed $500,000,000, (ii) the Company shall execute and deliver such documents and instruments and take such other actions as may be reasonably requested by the Administrative Agent in connection with the addition of any Additional Letter of Credit Facility (including reaffirmation of the representations and warranties and legal opinions)Facility, (iii) no Potential Event of Default has or Event of Default shall have occurred and is be continuing or would result from occur after giving effect to such Additional Letter of Credit Facility, and (iv) the Company and its Subsidiaries are shall be in compliance, on a pro forma basis, with the covenants set forth in Section 7.10subsection 7.6A, as of the last day of the most recently ended fiscal quarter immediately Fiscal Quarter before and after giving effect to such Additional Letter of Credit Facility and (vi) each Additional Letter of Credit Facility (A) shall mature on the Maturity Date for the Revolving Credit Facility, (B) except with respect to terms and conditions related to pricing, other economics and the mechanics of such facility, will not have terms or conditions that are adverse to the interests of the Lenders (prior to giving effect to such Additional Letter of Credit Facility) or materially different than the existing Multicurrency Revolving Credit Facility, and (C) will be secured by the relevant Equity Interests, if any, constituting Collateral on a pari passu basis with the other obligations hereunder (including being unsecured during any period that is not a Collateral Period). Any request under this Section 2.03(o) subsection 3.6 shall be submitted by the Company to the Administrative Agent (which shall promptly forward copies to the Lenders). At the time of sending such request, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which in no event shall be more than ten Business Days from the date of delivery of such request). The Company may also specify any fees offered to those Lenders which agree to provide commitments pursuant to any Additional Letter of Credit Facility, which fees may be variable based upon the amount of the commitment which any such Lender is willing to provide under such Additional Letter of Credit Facility. No Lender or L/C Issuer shall have any obligation, express or implied, to provide a commitment to, or be an issuing bank under, under any Additional Letter of Credit Facility. No Lender or L/C Issuer which declines to provide a commitment to, or to be an issuing bank under, under any Additional Letter of Credit Facility may be replaced with respect to its existing Loans or Commitment as a result thereof without such Lender’s or L/C Issuer’s consent; provided that nothing in this sentence shall modify the Company’s rights to remove any L/C Issuer pursuant to Section 2.03(m). Each Lender or L/C Issuer which has agreed to provide a commitment to, or to be an issuing bank under, under any Additional Letter of Credit Facility shall notify the Administrative Agent within the time period specified above of the proposed amount of its commitment. The Company may accept some or all of the offered amounts or designate new lenders that qualify as Eligible Assignees and that are reasonably acceptable to the Administrative Agent to provide a commitment to, or to be an issuing bank under, under any Additional Letter of Credit Facility hereunder in accordance with this Section 2.03(o)subsection 3.6. The Company and the Administrative Agent shall have discretion jointly to adjust the allocation of the amounts of all commitments provided under any Additional Letter of Credit Facility. Subject to the foregoing, any Additional Letter of Credit Facility requested by the Company shall be effective upon delivery to the Administrative Agent of each of the following documents: (Ai) an originally executed copy of an amendment to this Agreement signed by the Company, the Administrative Agent Requisite Lenders and any new Lenders effectuating such Additional Letter of Credit FacilityLenders; (Bii) a notice to the Lenders, in form and substance reasonably acceptable to the Administrative Agent, signed by a duly authorized officer of the Company; (Ciii) an officerOfficer’s certificate Certificate of the Company, in form and substance reasonably acceptable to the Administrative Agent as to the authority of the officer executing the amendment on behalf of the Company; and (Div) any other certificates or documents that the Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to the Administrative Agent. The aggregate amount of any Additional Letter of Credit Facility shall be an amount equal to the aggregate amount of the commitments provided by Lenders under such Additional Letter of Credit Facility. Upon effectiveness of any Additional Letter of Credit Facility, the pro rata share Pro Rata Share of each Lender will be adjusted to give effect to the commitments provided under such Additional Letter of Credit Facility.. Table of Contents
Appears in 1 contract
Samples: Credit Agreement (Urs Corp /New/)
Additional Letter of Credit Facilities. The Company may, at any time and from time to time from and after the Closing Date but prior to the Maturity Date for fourth anniversary of the Revolving Credit FacilityClosing Date, elect to add one or more additional letter of credit facilities under this Agreement solely for the issuance of Performance Letters of Credit (each an “Additional Letter of Credit Facility” and collectively, “Additional Letter of Credit Facilities”), which such Performance Letters of Credit shall be issued upon the application of the Company and for the account of the Company or one or more of its Subsidiaries; provided that (i) the aggregate outstanding Performance Letters of Credit issued under all such Additional Letter of Credit Facilities shall not exceed $500,000,000, (ii) the Company shall execute and deliver such documents and instruments and take such other actions as may be reasonably requested by the Administrative Agent in connection with the addition of any Additional Letter of Credit Facility (including reaffirmation of the representations and warranties and legal opinions)Facility, (iii) no Potential Event of Default has or Event of Default shall have occurred and is be continuing or would result from occur after giving effect to such Additional Letter of Credit Facility, and (iv) the Company and its Subsidiaries are shall be in compliance, on a pro forma basis, with the covenants set forth in Section 7.10subsection 7.6A, as of the last day of the most recently ended fiscal quarter immediately Fiscal Quarter before and after giving effect to such Additional Letter of Credit Facility and (vi) each Additional Letter of Credit Facility (A) shall mature on the Maturity Date for the Revolving Credit Facility, (B) except with respect to terms and conditions related to pricing, other economics and the mechanics of such facility, will not have terms or conditions that are adverse to the interests of the Lenders (prior to giving effect to such Additional Letter of Credit Facility) or materially different than the existing Multicurrency Revolving Credit Facility, and (C) will be secured by the relevant Equity Interests, if any, constituting Collateral on a pari passu basis with the other obligations hereunder (including being unsecured during any period that is not a Collateral Period). Any request under this Section 2.03(o) subsection 3.6 shall be submitted by the Company to the Administrative Agent (which shall promptly forward copies to the Lenders). At the time of sending such request, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which in no event shall be more than ten Business Days from the date of delivery of such request). The Company may also specify any fees offered to those Lenders which agree to provide commitments pursuant to any Additional Letter of Credit Facility, which fees may be variable based upon the amount of the commitment which any such Lender is willing to provide under such Additional Letter of Credit Facility. No Lender or L/C Issuer shall have any obligation, express or implied, to provide a commitment to, or be an issuing bank under, under any Additional Letter of Credit Facility. No Lender or L/C Issuer which declines to provide a commitment to, or to be an issuing bank under, under any Additional Letter of Credit Facility may be replaced with respect to its existing Loans or Commitment as a result thereof without such Lender’s or L/C Issuer’s consent; provided that nothing in this sentence shall modify the Company’s rights to remove any L/C Issuer pursuant to Section 2.03(m). Each Lender or L/C Issuer which has agreed to provide a commitment to, or to be an issuing bank under, under any Additional Letter of Credit Facility shall notify the Administrative Agent within the time period specified above of the proposed amount of its commitment. The Company may accept some or all of the offered amounts or designate new lenders that qualify as Eligible Assignees and that are reasonably acceptable to the Administrative Agent to provide a commitment to, or to be an issuing bank under, under any Additional Letter of Credit Facility hereunder in accordance with this Section 2.03(o)subsection 3.6. The Company and the Administrative Agent shall have discretion jointly to adjust the allocation of the amounts of all commitments provided under any Additional Letter of Credit Facility. Subject to the foregoing, any Additional Letter of Credit Facility requested by the Company shall be effective upon delivery to the Administrative Agent of each of the following documents: (Ai) an originally executed copy of an amendment to this Agreement signed by the Company, the Administrative Agent Requisite Lenders and any new Lenders effectuating such Additional Letter of Credit FacilityLenders; (Bii) a notice to the Lenders, in form and substance reasonably acceptable to the Administrative Agent, signed by a duly authorized officer of the Company; (Ciii) an officerOfficer’s certificate Certificate of the Company, in form and substance reasonably acceptable to the Administrative Agent as to the authority of the officer executing the amendment on behalf of the Company; and (Div) any other certificates or documents that the Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to the Administrative Agent. The aggregate amount of any Additional Letter of Credit Facility shall be an amount equal to the aggregate amount of the commitments provided by Lenders under such Additional Letter of Credit Facility. Upon effectiveness of any Additional Letter of Credit Facility, the pro rata share Pro Rata Share of each Lender will be adjusted to give effect to the commitments provided under such Additional Letter of Credit Facility.
Appears in 1 contract
Samples: Credit Agreement (Urs Corp /New/)
Additional Letter of Credit Facilities. The Company may, at any time and from time to time from and after the Closing Date but prior to the Maturity Date for the Revolving Credit Facility, elect to add one or more additional letter of credit facilities under this Agreement solely for the issuance of Performance Letters of Credit (each an “Additional Letter of Credit Facility” and collectively, “Additional Letter of Credit Facilities”), which such Performance Letters of Credit shall be issued upon the application of the Company and for the account of the Company or one or more of its SubsidiariesSubsidiaries or Joint Ventures; provided that (i) the aggregate outstanding Performance Letters of Credit issued under all such Additional Letter of Credit Facilities shall not exceed $500,000,000, (ii) the Company shall execute and deliver such documents and instruments and take such other actions as may be reasonably requested by the Administrative Agent in connection with the addition of any Additional Letter of Credit Facility (including reaffirmation of the representations and warranties and legal opinions), (iii) no Default has occurred and is continuing or would result from such Additional Letter of Credit Facility, (iv) the Company and its Subsidiaries are in compliance, on a pro forma basis, with the covenants set forth in Section 7.10, as of the last day of the most recently ended fiscal quarter immediately before and after giving effect to such Additional Letter of Credit Facility and (vi) each Additional Letter of Credit Facility (A) shall mature on the Maturity Date for the Revolving Credit Facility, (B) except with respect to terms and conditions related to pricing, other economics and the mechanics of such facility, will not have terms or conditions that are adverse to the interests of the Lenders (prior to giving effect to such Additional Letter of Credit Facility) or materially different than the existing Multicurrency Revolving Credit Facility, Facility and (C) will shall be secured by the relevant Equity Interests, if any, constituting Collateral on a pari passu basis with the other obligations hereunder (including being unsecured during any period that is not a Collateral Period)unsecured. Any request under this Section 2.03(o) shall be submitted by the Company to the Administrative Agent (which shall promptly forward copies to the Lenders). At the time of sending such request, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which in no event shall be more than ten Business Days from the date of delivery of such request). The Company may also specify any fees offered to those Lenders which agree to provide commitments pursuant to any Additional Letter of Credit Facility, which fees may be variable based upon the amount of the commitment which any such Lender is willing to provide under such Additional Letter of Credit Facility. No Lender or L/C Issuer shall have any obligation, express or implied, to provide a commitment to, or be an issuing bank under, any Additional Letter of Credit Facility. No Lender or L/C Issuer which declines to provide a commitment to, or to be an issuing bank under, any Additional Letter of Credit Facility may be replaced with respect to its existing Loans or Commitment as a result thereof without such Lender’s or L/C Issuer’s consent; provided that nothing in this sentence shall modify the Company’s rights to remove any L/C Issuer pursuant to Section 2.03(m). Each Lender or L/C Issuer which has agreed to provide a commitment to, or to be an issuing bank under, any Additional Letter of Credit Facility shall notify the Administrative Agent within the time period specified above of the proposed amount of its commitment. The Company may accept some or all of the offered amounts or designate new lenders that qualify as Eligible Assignees and that are reasonably acceptable to the Administrative Agent to provide a commitment to, or to be an issuing bank under, any Additional Letter of Credit Facility hereunder in accordance with this Section 2.03(o). The Company and the Administrative Agent shall have discretion jointly to adjust the allocation of the amounts of all commitments provided under any Additional Letter of Credit Facility. Subject to the foregoing, any Additional Letter of Credit Facility requested by the Company shall be effective upon delivery to the Administrative Agent of each of the following documents: (A) an executed copy of an amendment to this Agreement signed by the Company, the Administrative Agent and any new Lenders effectuating such Additional Letter of Credit Facility; (B) a notice to the Lenders, in form and substance reasonably acceptable to the Administrative Agent, signed by a duly authorized officer of the Company; (C) an officer’s certificate of the Company, in form and substance reasonably acceptable to the Administrative Agent as to the authority of the officer executing the amendment on behalf of the Company; and (D) any other certificates or documents that the Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to the Administrative Agent. The aggregate amount of any Additional Letter of Credit Facility shall be an amount equal to the aggregate amount of the commitments provided by Lenders under such Additional Letter of Credit Facility. Upon effectiveness of any Additional Letter of Credit Facility, the pro rata share of each Lender will be adjusted to give effect to the commitments provided under such Additional Letter of Credit Facility.
Appears in 1 contract
Samples: Credit Agreement (Urs Corp /New/)
