Competitive Advances. (a) For so long as Parkway Properties maintains a Credit Rating of BBB- or better from S&P and Baa3 or better from Xxxxx'x, subject to the terms and conditions hereof, at any time and from time to time from the Effective Date to but excluding the Revolving Loan Termination Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrower may request and each Revolving Loan Lender may in its sole and absolute discretion make Competitive Advances to Borrower in such principal amounts as Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate principal amount outstanding under the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to fifty percent (50%) of the aggregate amount of the Revolving Loan Commitments, and (ii) the aggregate principal amount outstanding under the Notes (other than the Term Notes) (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities being in excess of the aggregate amount of the Revolving Loan Commitments. (b) Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request to the Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for the proposed Competitive Advance. Each request shall be for an advance on the basis of a margin over the Adjusted Eurodollar Rate and shall have a maturity date equal to one of the Interest Periods (subject to the limitations therein.) Any Competitive Bid Requests shall be accompanied by payment of a nonrefundable $1,000 competitive bid request fee for the account of the Agent. Any Competitive Advance shall be a LIBOR Loan. The proposed funding date shall be a Business Day. The Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid Request purportedly made by a Responsible Officer of Borrower, which hereby agrees to indemnify the Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Agent not later than 10:00 a.m. on a Business Day that is at least four (4) Business Days prior to the date of the proposed Competitive Advance. (c) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 and shall be in an integral multiple of $1,000,000. (d) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than seven (7) days or more than ninety (90) days, or with a maturity date subsequent to the Revolving Loan Termination Date. The Borrower may request offers to make Competitive Advances for up to four (4) Interest Periods in a single Competitive Bid Request, provided that in no event shall Borrower be permitted to have more than eight (8) different Interest Periods outstanding at any one time with respect to all LIBOR Loans (including Competitive Advances). (e) The Agent shall, promptly after receipt of a Competitive Bid Request, provide the Revolving Loan Lenders a copy thereof by telecopier. Any Revolving Loan Lender may, by written notice to the Agent, advise the Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Agent shall not notify such Revolving Loan Lender of the Competitive Bid Request. (f) Each Revolving Loan Lender receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Revolving Loan Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Agent not later than 10:00 a.m. (or, in the case of the Revolving Loan Lender acting as Agent, not later than 9:00 a.m.) on the date which is three (3) Business Days prior to the requested Competitive Advance. Any Competitive Bid received by the Agent after 10:00 a.m. (or 9:00 a.m. in the case of the Revolving Loan Lender acting as Agent) on such date shall be disregarded for purposes of this Agreement. The Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid purportedly made by a Responsible Officer of a Revolving Loan Lender, each of which hereby agrees to indemnify the Agent from any loss, cost, expense or liability as a result of so acting with respect to that Revolving Loan Lender. (g) Each Competitive Bid shall specify the margin over the Adjusted Eurodollar Rate for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Revolving Loan Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrower in the Competitive Bid Request, but shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a margin over the Adjusted Eurodollar Rate, is in a form other than as set forth in Exhibit C or which otherwise contains any term, condition, qualification or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Agent shall, subject to the terms of Section 4.3 and Article V, be irrevocable until 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrower on or prior thereto. (h) Promptly after 10:00 a.m. on the date which is three (3) Business Days prior to the date of the proposed Competitive Advance, the Agent shall notify Borrower of the names of the Revolving Loan Lenders providing Competitive Bids to the Agent at or before 10:00 a.m. on that date (or 9:00 a.m. in the case of the Revolving Loan Lender acting as Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and margin over the Adjusted Eurodollar Rate set forth by each such Revolving Loan Lender in its Competitive Bid. (i) Borrower may, in its sole and absolute discretion, reject any or all of the Competitive Bids. If Borrower accepts any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower), the following shall apply: (i) Borrower must accept all Competitive Bids at all lower margins over the Adjusted Eurodollar Rate before accepting any portion of a Competitive Bid at a higher margin over the Adjusted Eurodollar Rate, (ii) if two (2) or more Revolving Loan Lenders have submitted a Competitive Bid at the same margin, then Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Revolving Loan Lender bears to the aggregate Maximum Competitive Advances of all such Revolving Loan Lenders, (iii) Borrower may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (iv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrower of a Competitive Bid must be made prior to 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance. Acceptance of a Competitive Bid by Borrower shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower) and shall be irrevocable upon such notification. The Agent shall promptly notify each of the Revolving Loan Lenders whose Competitive Bid has been accepted by Borrower by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Revolving Loan Lenders. Any Competitive Bid not accepted or rejected by Borrower by 12:00 noon, on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected. (j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrower and the Revolving Loan Lenders whose Competitive Bids were accepted by Borrower of such Adjusted Eurodollar Rate. (k) A Revolving Loan Lender whose Competitive Bid has been accepted by Borrower shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, by making funds immediately available to the Agent at the Principal Office in the amount of such Competitive Advance not later than 1:00 p.m. on the date set forth in the Competitive Bid Request. The Agent shall then promptly make available to the Borrower the aggregate amount of the Competitive Advances made available to the Agent by crediting such amount in immediately available funds to the account of the Borrower on the books of such office of Agent. (l) The Agent shall notify Borrower and the Revolving Loan Lenders promptly after any Competitive Advance is made of the amounts and maturity of such Competitive Advances, the identity of the Revolving Loan Lenders making such Competitive Advances, and the margin over the Adjusted Eurodollar Rate for such Competitive Advances. (m) The Competitive Advances made by a Revolving Loan Lender shall be evidenced by that Revolving Loan Lender's Competitive Advance Note. (n) Each Competitive Advance shall be subject to all of the provisions of this Agreement generally, provided, however, that a Competitive Advance shall not reduce a Revolving Loan Lender's Revolving Loan Commitment or a Revolving Loan Lender's obligation to fund its Revolving Loan Commitment Percentage of any Revolving Loan or to participate in Swingline Loans or Letters of Credit. No Competitive Advance may be prepaid prior to the end of the applicable Interest Period without the prior written consent of the affected Revolving Loan Lender.
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Competitive Advances. (a) For so long as Parkway Properties maintains a Credit Rating of BBB- or better from S&P and Baa3 or better from Xxxxx'x, subject Subject to the terms and conditions hereof, at any time and from time to time from the Effective Date to but excluding through the Revolving Loan Termination Maturity Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrower may request and each Revolving Loan Lender may in its sole and absolute discretion make Competitive Advances to Borrower in such principal amounts as Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate principal amount outstanding under the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to fifty percent (50%) % of the aggregate amount of the Revolving Loan CommitmentsTotal Commitment Amount, and (ii) the aggregate principal amount outstanding under the Notes (other than the Term Notes) (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities Exposure being in excess of the aggregate amount of Total Commitment Amount. A Lender lending to the Revolving Loan CommitmentsBorrower pursuant to this Section 2.4 shall remain obligated to make Loans in accordance with its Commitment Percentage as provided in Section 2.1.
(b) Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request to the Administrative Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for the proposed Competitive Advance. Each request Advance and shall be for an advance state whether a Competitive Bid is requested on the basis of a fixed rate of interest expressed in multiples of 1/100th of one basis point (a “Absolute Rate Bid”) or on the basis of a margin over LIBOR (a “LIBOR Margin Bid”). If a LIBOR Margin Bid is requested, the Adjusted Eurodollar Rate and shall have a maturity date equal to shall be one of the Interest Periods (subject to the limitations therein.) Any Competitive Bid Requests shall be accompanied by payment of a nonrefundable $1,000 competitive bid request fee for the account of the Agent. Any Competitive Advance Periods, and any such advance shall be a LIBOR Loan. The proposed funding date shall be a Business Day. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid Request purportedly made by a Responsible Officer an Authorized Signatory of Borrower, which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Administrative Agent not later than 10:00 a.m. 12:00 noon on a Business Day that is at least four five (45) Business Days prior to the date of the proposed Competitive Advance.
(c) Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, no Competitive Bid Request shall be made by Borrower if Borrower has within the current calendar month submitted five (5) or more Competitive Bid Requests.
(d) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 5,000,000 and shall be in an integral multiple of $1,000,000.
(de) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than seven (7) 7 days or more than ninety (90) 180 days, or with a maturity date subsequent to the Revolving Loan Termination Maturity Date. The Borrower may request offers to make Competitive Advances for up to four (4) Interest Periods in a single Competitive Bid Request, provided that in no event shall Borrower be permitted to have more than eight four (8) 4) different Interest Periods outstanding at any one time with respect to all LIBOR Loans (including Competitive Advances).
(ef) The Agent shall, promptly after Upon receipt of a each Competitive Bid RequestRequest from the Borrower, provide the Revolving Loan Lenders a copy thereof by telecopierAdministrative Agent shall promptly notify each Lender of the contents thereof. Any Revolving Loan Lender may, by written notice to the Administrative Agent, advise the Administrative Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Administrative Agent shall not notify such Revolving Loan Lender of the Competitive Bid Request.
(fg) Each Revolving Loan Lender receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Revolving Loan Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Administrative Agent not later than 10:00 a.m. 12:00 noon (or, in the case of the Revolving Loan Lender acting as AgentDomestic Reference Lender, not later than 9:00 11:00 a.m.) on the date which is three four (34) Business Days prior to the requested Competitive Advance. Any Competitive Bid received by the Administrative Agent after 10:00 a.m. 12:00 noon (or 9:00 11:00 a.m. in the case of the Revolving Loan Lender acting as AgentDomestic Reference Lender) on such date shall be disregarded for purposes of this Agreement. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid purportedly made by a Responsible Officer Official of a Revolving Loan Lender, each of which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting with respect to that Revolving Loan Lender.
(gh) Each Competitive Bid shall specify the fixed interest rate or the margin over the Adjusted Eurodollar Rate LIBOR, as applicable, for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Revolving Loan Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrower in the Competitive Bid Request, but shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a fixed interest rate or a margin over the Adjusted Eurodollar RateLIBOR, is in a form other than as set forth in Exhibit C E or which otherwise contains any term, condition, qualification or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g2.4(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Administrative Agent shall, subject to the terms of Sections 2.12 and Section 4.3 and Article V6, be irrevocable until 12:00 noon on the date which is two three (23) Business Days prior to the requested Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrower on or prior thereto.
(hi) Promptly after 10:00 a.m. 12:00 noon (a) on the date which is three four (34) Business Days prior to the date of the proposed Competitive Advance, the Administrative Agent shall notify Borrower of the names of the Revolving Loan Lenders providing Competitive Bids to the Administrative Agent at or before 10:00 a.m. 12:00 noon on that date (or 9:00 11:00 a.m. in the case of the Revolving Loan Lender acting as AgentDomestic Reference Lender) and satisfying the conditions of this Section 2.3 2.4 and the Maximum Competitive Advance and fixed interest rate or margin over the Adjusted Eurodollar Rate LIBOR set forth by each such Revolving Loan Lender in its Competitive Bid.
(ij) Borrower may, in its sole and absolute discretion, reject any or all of the Competitive Bids. If Borrower accepts any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower), the following shall apply: shall
(i) Borrower must accept all Competitive Absolute Rate Bids at all lower fixed interest rates before accepting any portion of a Absolute Rate Bid at a higher fixed interest rate, (ii) Borrower must accept all LIBOR Margin Bids at all lower margins over the Adjusted Eurodollar Rate LIBOR before accepting any portion of a Competitive LIBOR Margin Bid at a higher margin over the Adjusted Eurodollar RateLIBOR, (iiiii) if two (2) or more Revolving Loan Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then Borrower Borrowers must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Revolving Loan Lender bears to the aggregate Maximum Competitive Advances of all such Revolving Loan Lenders, (iiiiv) Borrower may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (ivv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 5,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrower of a Competitive LIBOR Margin Bid or Absolute Rate Bid must be made prior to 12:00 noon on the date which is two three (23) Business Days prior to the requested Competitive Advance. Acceptance of a Competitive Bid by Borrower shall be accomplished by telephonic or written notification thereof to the Administrative Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower) and shall be irrevocable upon such notification. The Administrative Agent shall promptly notify each of the Revolving Loan Lenders whose Competitive Bid has been accepted by Borrower by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Revolving Loan Lenders. Any Competitive Bid not accepted or rejected by Borrower by 12:00 noon, noon on the date which is two three (23) Business Days prior to the proposed Competitive Advance, shall be deemed rejected.
(jk) In the case of a Competitive LIBOR Margin Bid, the Administrative Agent shall determine LIBOR for the Adjusted Eurodollar Rate relevant Interest Period on the date which is two three (23) Business Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrower and the Revolving Loan Lenders whose Competitive LIBOR Margin Bids were accepted by Borrower of such Adjusted Eurodollar RateLIBOR rate.
(kl) A Revolving Loan Lender whose Competitive Bid has been accepted by Borrower shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, by making funds immediately available to the Administrative Agent at the Principal Office office of the Administrative Agent set forth in Section 11.2 in the amount of such Competitive Advance not later than 1:00 p.m. on the date set forth in the Competitive Bid Request. The Administrative Agent shall then promptly make available to the Borrower the aggregate amount of the Competitive Advances made available to the Administrative Agent by crediting such amount in immediately available funds to the account of the Borrower on the books of such office of Administrative Agent.
(lm) The Administrative Agent shall notify Borrower and the Revolving Loan Lenders promptly after any Competitive Advance is made of the amounts and maturity of such Competitive Advances, Advances and the identity of the Revolving Loan Lenders making such Competitive Advances, and the margin over the Adjusted Eurodollar Rate for such Competitive Advances.
(mn) The Competitive Advances made by a Revolving Loan Lender shall shall, if requested by such Lender, be evidenced by that Revolving Loan Lender's ’s Competitive Advance Note.
(no) Each Competitive Advance shall be subject to all of the provisions of this Agreement generally, provided, however, that a Competitive Advance shall not reduce a Revolving Loan Lender's Revolving Loan Commitment or a Revolving Loan Lender's ’s obligation to fund its Revolving Loan Commitment Percentage of any Revolving Loan or to participate in Swingline Loans or Letters of CreditLoan. No Competitive Advance may be prepaid prior to the end of the applicable Interest Period without the prior written consent of the affected Revolving Loan Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (New Plan Excel Realty Trust Inc)
Competitive Advances. (a) For so long as Parkway Properties maintains a Credit Rating of BBB- or better from S&P and Baa3 or better from Xxxxx'x, subject Subject to the terms and conditions hereof, at any time and from time to time from the Effective Date to but excluding through the Revolving Loan Termination Maturity Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrower may request and each Revolving Loan Lender may in its sole and absolute discretion make Competitive Advances to Borrower in such principal amounts as Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate principal amount outstanding under the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of the lesser of (A) $150,000,000 or (B) an amount equal to fifty percent (50%) 42.86% of the aggregate amount of the Revolving Loan CommitmentsTotal Commitment Amount, and (ii) the aggregate principal amount outstanding under the Notes (other than the Term Notes) (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities Exposure being in excess of the aggregate amount of Total Commitment Amount. A Lender lending to the Revolving Loan CommitmentsBorrower pursuant to this Section 2.4 shall remain obligated to make Loans in accordance with its Commitment Percentage as provided in Section 2.1.
(b) Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request to the Administrative Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for the proposed Competitive Advance. Each request Advance and shall be for an advance state whether a Competitive Bid is requested on the basis of a fixed rate of interest expressed in multiples of 1/100th of one basis point (a “Absolute Rate Bid”) or on the basis of a margin over LIBOR (a “LIBOR Margin Bid”). If a LIBOR Margin Bid is requested, the Adjusted Eurodollar Rate and shall have a maturity date equal to shall be one of the Interest Periods (subject to the limitations therein.) Any Competitive Bid Requests shall be accompanied by payment of a nonrefundable $1,000 competitive bid request fee for the account of the Agent. Any Competitive Advance Periods, and any such advance shall be a LIBOR Loan. The proposed funding date shall be a Business Day. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid Request purportedly made by a Responsible Officer an Authorized Signatory of Borrower, which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Administrative Agent not later than 10:00 a.m. 12:00 noon on a Business Day that is at least four five (45) Business Days prior to the date of the proposed Competitive Advance.
(c) Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, no Competitive Bid Request shall be made by Borrower if Borrower has within the current calendar month submitted five (5) or more Competitive Bid Requests.
(d) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 5,000,000 and shall be in an integral multiple of $1,000,000.
(de) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than seven (7) 7 days or more than ninety (90) 180 days, or with a maturity date subsequent to the Revolving Loan Termination Maturity Date. The Borrower may request offers to make Competitive Advances for up to four (4) Interest Periods in a single Competitive Bid Request, provided that in no event shall Borrower be permitted to have more than eight four (8) 4) different Interest Periods outstanding at any one time with respect to all LIBOR Loans (including Competitive Advances).
(ef) The Agent shall, promptly after Upon receipt of a each Competitive Bid RequestRequest from the Borrower, provide the Revolving Loan Lenders a copy thereof by telecopierAdministrative Agent shall promptly notify each Lender of the contents thereof. Any Revolving Loan Lender may, by written notice to the Administrative Agent, advise the Administrative Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Administrative Agent shall not notify such Revolving Loan Lender of the Competitive Bid Request.
(fg) Each Revolving Loan Lender receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Revolving Loan Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Administrative Agent not later than 10:00 a.m. 12:00 noon (or, in the case of the Revolving Loan Lender acting as AgentDomestic Reference Lender, not later than 9:00 11:00 a.m.) on the date which is three four (34) Business Days prior to the requested Competitive Advance. Any Competitive Bid received by the Administrative Agent after 10:00 a.m. 12:00 noon (or 9:00 11:00 a.m. in the case of the Revolving Loan Lender acting as AgentDomestic Reference Lender) on such date shall be disregarded for purposes of this Agreement. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid purportedly made by a Responsible Officer Official of a Revolving Loan Lender, each of which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting with respect to that Revolving Loan Lender.
(gh) Each Competitive Bid shall specify the fixed interest rate or the margin over the Adjusted Eurodollar Rate LIBOR, as applicable, for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Revolving Loan Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrower in the Competitive Bid Request, but shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a margin over the Adjusted Eurodollar Rate, is in a form other than as set forth in Exhibit C or which otherwise contains any term, condition, qualification or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Agent shall, subject to the terms of Section 4.3 and Article V, be irrevocable until 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrower on or prior thereto.
(h) Promptly after 10:00 a.m. on the date which is three (3) Business Days prior to the date of the proposed Competitive Advance, the Agent shall notify Borrower of the names of the Revolving Loan Lenders providing Competitive Bids to the Agent at or before 10:00 a.m. on that date (or 9:00 a.m. in the case of the Revolving Loan Lender acting as Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and margin over the Adjusted Eurodollar Rate set forth by each such Revolving Loan Lender in its Competitive Bid.
(i) Borrower may, in its sole and absolute discretion, reject any or all of the Competitive Bids. If Borrower accepts any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower), the following shall apply: (i) Borrower must accept all Competitive Bids at all lower margins over the Adjusted Eurodollar Rate before accepting any portion of a Competitive Bid at a higher margin over the Adjusted Eurodollar Rate, (ii) if two (2) or more Revolving Loan Lenders have submitted a Competitive Bid at the same margin, then Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Revolving Loan Lender bears to the aggregate Maximum Competitive Advances of all such Revolving Loan Lenders, (iii) Borrower may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (iv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrower of a Competitive Bid must be made prior to 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance. Acceptance of a Competitive Bid by Borrower shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower) and shall be irrevocable upon such notification. The Agent shall promptly notify each of the Revolving Loan Lenders whose Competitive Bid has been accepted by Borrower by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Revolving Loan Lenders. Any Competitive Bid not accepted or rejected by Borrower by 12:00 noon, on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected.
(j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrower and the Revolving Loan Lenders whose Competitive Bids were accepted by Borrower of such Adjusted Eurodollar Rate.
(k) A Revolving Loan Lender whose Competitive Bid has been accepted by Borrower shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, by making funds immediately available to the Agent at the Principal Office in the amount of such Competitive Advance not later than 1:00 p.m. on the date set forth in the Competitive Bid Request. The Agent shall then promptly make available to the Borrower the aggregate amount of the Competitive Advances made available to the Agent by crediting such amount in immediately available funds to the account of the Borrower on the books of such office of Agent.
(l) The Agent shall notify Borrower and the Revolving Loan Lenders promptly after any Competitive Advance is made of the amounts and maturity of such Competitive Advances, the identity of the Revolving Loan Lenders making such Competitive Advances, and the margin over the Adjusted Eurodollar Rate for such Competitive Advances.
(m) The Competitive Advances made by a Revolving Loan Lender shall be evidenced by that Revolving Loan Lender's Competitive Advance Note.
(n) Each Competitive Advance shall be subject to all of the provisions of this Agreement generally, provided, however, that a Competitive Advance shall not reduce a Revolving Loan Lender's Revolving Loan Commitment or a Revolving Loan Lender's obligation to fund its Revolving Loan Commitment Percentage of any Revolving Loan or to participate in Swingline Loans or Letters of Credit. No Competitive Advance may be prepaid prior to the end of the applicable Interest Period without the prior written consent of the affected Revolving Loan Lender.Competitive
Appears in 1 contract
Samples: Revolving Credit Agreement (New Plan Excel Realty Trust Inc)
Competitive Advances. (a) For so long as Parkway Properties maintains a Credit Rating of BBB- or better from S&P and Baa3 or better from Xxxxx'x, subject Subject to the terms and conditions hereof, at any time and from time to time from the Effective Closing Date to but excluding through and including the Revolving Loan Termination Maturity Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrower may request and each Revolving Loan Lender Bank may in its sole and absolute discretion make Competitive Advances to Borrower pursuant to Competitive Bids accepted by Borrower in such principal amounts as Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate outstanding principal amount outstanding under Indebtedness evidenced by the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to fifty percent (50%) of the aggregate amount of the Revolving Loan Commitments$750,000,000, and (ii) the aggregate principal amount outstanding under the Notes (other than the Term Notes) (after provided that giving effect to all amounts requested thereunder) plus the Letter making of Credit Liabilities being in excess each Competitive Advance, the Outstanding Obligations shall not exceed the Commitment. No Competitive Advance made by any Bank shall relieve that Bank of its Pro Rata Share of the aggregate amount of the Revolving Loan Commitmentsundrawn Commitment.
(b) Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request Requests to the Administrative Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for of the proposed Competitive Advance, whether the Competitive Bid requested is an Absolute Rate Bid or a Eurodollar Margin Bid. Each request shall be for an advance on the basis of a margin over the Adjusted Eurodollar Rate and shall have a maturity date equal to one of the Interest Periods (subject to the limitations therein.) Any Competitive Bid Requests Request made by telephone shall promptly be accompanied confirmed by payment the delivery to Administrative Agent in person or by telecopier of a nonrefundable $1,000 competitive bid request fee for the account of the Agent. Any written Competitive Advance shall be a LIBOR LoanBid Request. The proposed funding date shall be a Business Day. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid Request purportedly made by a Responsible Officer Official of Borrower, which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Administrative Agent not later than 10:00 a.m. 9:00 a.m., California local time, on a Business Banking Day that is at least four one (41) Business Banking Day prior to the date of the proposed Competitive Advance if an Absolute Rate Bid is requested; if a Eurodollar Margin Bid is requested, it must be received by the Administrative Agent five (5) Banking Days prior to the date of the proposed Competitive Advance.
(c) Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, no Competitive Bid Request shall be made by Borrower if Borrower has, within the immediately preceding five (5) Banking Days, submitted another Competitive Bid Request.
(d) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 10,000,000 and shall be in an integral multiple of $1,000,000.
(de) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than seven (7) 14 days or more than ninety (90) 180 days, or with a maturity date subsequent to the Revolving Loan Termination Maturity Date. The Borrower may request offers to make Competitive Advances for up to four (4) Interest Periods in a single Competitive Bid Request, provided that in no event shall Borrower be permitted to have more than eight (8) different Interest Periods outstanding at any one time with respect to all LIBOR Loans (including Competitive Advances).
(ef) The Administrative Agent shall, promptly after receipt of a Competitive Bid Request, notify the Banks thereof by telephone and provide the Revolving Loan Lenders Banks a copy thereof by telecopier. Any Revolving Loan Lender Bank may, by written notice to the Administrative Agent, advise the Administrative Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Administrative Agent shall not notify such Revolving Loan Lender Bank of the Competitive Bid Request.
(fg) Each Revolving Loan Lender Bank receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Revolving Loan Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Administrative Agent not later than 10:00 7:30 a.m. (or, in the case of the Revolving Loan Lender acting as Bank which is also the Administrative Agent, not later than 9:00 7:15 a.m.) California local time, in the case of a Eurodollar Margin Bid, on the date which is three four (34) Business Banking Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the requested Competitive Advance. Any Competitive Bid received by the Administrative Agent after 10:00 7:30 a.m. (or 9:00 7:15 a.m. in the case of the Revolving Loan Lender acting as Bank which is also the Administrative Agent) on such date shall be disregarded for purposes of this Agreement. Any Competitive Bid made by telephone shall promptly be confirmed by the delivery to the Administrative Agent in person or by telecopier of a written Competitive Bid. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid purportedly made by a Responsible Officer Official of a Revolving Loan LenderBank, each of which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting with respect to that Revolving Loan LenderBank.
(gh) Each Competitive Bid shall specify the fixed interest rate or the margin over the Adjusted Eurodollar Rate Base Rate, as applicable, for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Revolving Loan Lender Bank in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrower in the Competitive Bid Request, but but, if so, shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a fixed interest rate or a margin over the Adjusted Eurodollar Base Rate, is in a form other than as set forth in Exhibit C D or which otherwise contains any term, condition, qualification condition or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Administrative Agent shall, subject to the terms of Section 4.3 and Article V, shall be irrevocable until 12:00 noon 8:30 a.m. California local time, in the case of a Eurodollar Margin Bid, on the date which is two three (23) Business Banking Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrower on or prior thereto.
(hi) Promptly after 10:00 7:30 a.m. California local time, in the case of a Eurodollar Margin Bid, on the date which is three four (34) Business Banking Days prior to the date of the proposed Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Advance, the Administrative Agent shall notify Borrower of the names of the Revolving Loan Lenders Banks providing Competitive Bids to the Administrative Agent at or before 10:00 7:30 a.m. on that date (or 9:00 7:15 a.m. in the case of the Revolving Loan Lender acting as Bank which is also the Administrative Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and fixed interest rate or margin over the Adjusted Eurodollar Base Rate set forth by each such Revolving Loan Lender Bank in its Competitive Bid. The Administrative Agent shall promptly confirm such notification in writing delivered in person or by telecopier to Borrower.
(ij) Borrower may, in its sole and absolute discretion, reject any or all of the Competitive Bids. If Borrower accepts any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower), the following shall apply: (ia) Borrower must accept all Competitive Absolute Rate Bids at all lower fixed interest rates before accepting any portion of an Absolute Rate Bid at a higher fixed interest rate, (b) Borrower must accept all Eurodollar Margin Bids at all lower margins over the Adjusted Eurodollar Base Rate before accepting any portion of a Competitive Eurodollar Margin Bid at a higher margin over the Adjusted Eurodollar Base Rate, (iic) if two (2) or more Revolving Loan Lenders Banks have submitted a Competitive Bid at the same fixed interest rate or margin, then Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Revolving Loan Lender Bank bears to the aggregate Maximum Competitive Advances of all such Revolving Loan LendersBanks, and (iiid) Borrower may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (iv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrower of a Competitive Eurodollar Margin Rate Bid must be made prior to 12:00 noon 8:30 a.m. on the date which is two three (23) Business Banking Days prior to the requested Competitive Advance and acceptance by Borrower of an Absolute Rate Bid must be made prior to 8:30 a.m. on the date of the requested Competitive Advance. Acceptance of a Competitive Bid by Borrower shall be accomplished by telephonic or written notification irrevocable upon communication thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower) and shall be irrevocable upon such notificationAdministrative Agent. The Administrative Agent shall promptly notify each of the Revolving Loan Lenders Banks whose Competitive Bid has been accepted by Borrower by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Revolving Loan LendersBanks. Any Competitive Bid not accepted or rejected by Borrower by 12:00 noon8:30 a.m., in the case of a Eurodollar Margin Bid, on the date which is three (3) Banking Days prior to the proposed Competitive Advance or, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Bid, shall be deemed rejected.
(k) In the case of Eurodollar Margin Bids, the Administrative Agent shall determine the Eurodollar Base Rate (as the case may be) on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected.
(j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Banking Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrower and the Revolving Loan Lenders Banks whose Competitive Bids were accepted by Borrower of such Adjusted Eurodollar Base Rate.
(kl) A Revolving Loan Lender Bank whose Competitive Bid has been accepted by Borrower shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, Agreement by making funds immediately available to the Administrative Agent at the Principal Administrative Agent's Office in the amount of such Competitive Advance not later than 1:00 p.m. 12:00 noon, California local time, on the date set forth in the Competitive Bid Request. The Administrative Agent shall then promptly make available to the Borrower the aggregate amount of credit the Competitive Advances made available to the Agent by crediting such amount Advance in immediately available funds to the account of the Borrower on the books of such office of AgentDesignated Deposit Account.
(lm) The Administrative Agent shall notify Borrower and the Revolving Loan Lenders Banks promptly after any Competitive Advance is made of the amounts and maturity of such Competitive Advances, Advances and the identity of the Revolving Loan Lenders Banks making such Competitive Advances, and the margin over the Adjusted Eurodollar Rate for such Competitive Advances.
(mn) The Competitive Advances made by a Revolving Loan Lender Bank shall be evidenced by that Revolving Loan LenderBank's Competitive Advance Note.
(n) Each Competitive Advance shall be subject to all of the provisions of this Agreement generally, provided, however, that a Competitive Advance shall not reduce a Revolving Loan Lender's Revolving Loan Commitment or a Revolving Loan Lender's obligation to fund its Revolving Loan Commitment Percentage of any Revolving Loan or to participate in Swingline Loans or Letters of Credit. No Competitive Advance may be prepaid prior to the end of the applicable Interest Period without the prior written consent of the affected Revolving Loan Lender.
Appears in 1 contract
Competitive Advances. (a) For so long as Parkway Properties the Borrower maintains a Credit Rating of BBB- or better from S&P and or Baa3 or better from Xxxxx'x, subject to the terms and conditions hereof, at any time and from time to time from the Effective Date to but excluding the Revolving Loan Termination Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrower may request and each Revolving Loan Lender may in its sole and absolute discretion make Competitive Advances to Borrower in such principal amounts as Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate principal amount outstanding under the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to fifty percent (50%) % of the aggregate amount of the Revolving Loan Commitments, and (ii) the aggregate principal amount outstanding under the Notes (other than the Term Notes) (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities being in excess of the aggregate amount of the Revolving Loan Commitments.
(b) Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request to the Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for the proposed Competitive Advance. Each request shall be for an advance on the basis of a margin over the Adjusted Eurodollar Rate and shall have a maturity date equal to one of the Interest Periods not exceeding 180 days (subject to the limitations therein.). In the event that the Borrower shall have submitted two (2) Any Competitive Bid Requests in any calendar month, any additional Competitive Bid Requests during such month shall be accompanied by payment of a nonrefundable $1,000 2500 competitive bid request fee for the account of the Agent. Any Competitive Advance shall be a LIBOR Loan. The proposed funding date shall be a Business Day. The Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid Request purportedly made by a Responsible Officer of Borrower, which hereby agrees to indemnify the Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Agent not later than 10:00 a.m. on a Business Day that is at least four (4) Business Days prior to the date of the proposed Competitive Advance.
(c) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 and shall be in an integral multiple of $1,000,000.
(d) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than seven (7) 7 days or more than ninety (90) 180 days, or with a maturity date subsequent to the Revolving Loan Termination Date. The Borrower may request offers to make Competitive Advances for up to four six (46) Interest Periods in a single Competitive Bid Request, provided that in no event shall Borrower be permitted to have more than eight (8) different Interest Periods outstanding at any one time with respect to all LIBOR Loans (including Competitive Advances).
(e) The Agent shall, promptly after receipt of a Competitive Bid Request, provide the Revolving Loan Lenders a copy thereof by telecopier. Any Revolving Loan Lender may, by written notice to the Agent, advise the Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Agent shall not notify such Revolving Loan Lender of the Competitive Bid Request.
(f) Each Revolving Loan Lender receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Revolving Loan Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Agent not later than 10:00 a.m. (or, in the case of the Revolving Loan Lender acting as Agent, not later than 9:00 a.m.) on the date which is three (3) Business Days prior to the requested Competitive Advance. Any Competitive Bid received by the Agent after 10:00 a.m. (or 9:00 a.m. in the case of the Revolving Loan Lender acting as Agent) on such date shall be disregarded for purposes of this Agreement. The Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid purportedly made by a Responsible Officer of a Revolving Loan Lender, each of which hereby agrees to indemnify the Agent from any loss, cost, expense or liability as a result of so acting with respect to that Revolving Loan Lender.
(g) Each Competitive Bid shall specify the margin over the Adjusted Eurodollar Rate for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Revolving Loan Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrower in the Competitive Bid Request, but shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a margin over the Adjusted Eurodollar Rate, is in a form other than as set forth in Exhibit C or which otherwise contains any term, condition, qualification or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Agent shall, subject to the terms of Section 4.3 and Article V, be irrevocable until 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrower on or prior thereto.
(h) Promptly after 10:00 a.m. on the date which is three (3) Business Days prior to the date of the proposed Competitive Advance, the Agent shall notify Borrower of the names of the Revolving Loan Lenders providing Competitive Bids to the Agent at or before 10:00 a.m. on that date (or 9:00 a.m. in the case of the Revolving Loan Lender acting as Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and margin over the Adjusted Eurodollar Rate set forth by each such Revolving Loan Lender in its Competitive Bid.
(i) Borrower may, in its sole and absolute discretion, reject any or all of the Competitive Bids. If Borrower accepts any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower), the following shall apply: (i) Borrower must accept all Competitive Bids at all lower margins over the Adjusted Eurodollar Rate before accepting any portion of a Competitive Bid at a higher margin over the Adjusted Eurodollar Rate, (ii) if two (2) or more Revolving Loan Lenders have submitted a Competitive Bid at the same margin, then Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Revolving Loan Lender bears to the aggregate Maximum Competitive Advances of all such Revolving Loan Lenders, (iii) Borrower may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (iv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrower of a Competitive Bid must be made prior to 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance. Acceptance of a Competitive Bid by Borrower shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower) and shall be irrevocable upon such notification. The Agent shall promptly notify each of the Revolving Loan Lenders whose Competitive Bid has been accepted by Borrower by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Revolving Loan Lenders. Any Competitive Bid not accepted or rejected by Borrower by 12:00 noon, on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected.
(j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrower and the Revolving Loan Lenders whose Competitive Bids were accepted by Borrower of such Adjusted Eurodollar Rate.
(k) A Revolving Loan Lender whose Competitive Bid has been accepted by Borrower shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, by making funds immediately available to the Agent at the Principal Office in the amount of such Competitive Advance not later than 1:00 p.m. on the date set forth in the Competitive Bid Request. The Agent shall then promptly make available to the Borrower the aggregate amount of the Competitive Advances made available to the Agent by crediting such amount in immediately available funds to the account of the Borrower on the books of such office of Agent.
(l) The Agent shall notify Borrower and the Revolving Loan Lenders promptly after any Competitive Advance is made of the amounts and maturity of such Competitive Advances, the identity of the Revolving Loan Lenders making such Competitive Advances, and the margin over the Adjusted Eurodollar Rate for such Competitive Advances.
(m) The Competitive Advances made by a Revolving Loan Lender shall be evidenced by that Revolving Loan Lender's Competitive Advance Note.
(n) Each Competitive Advance shall be subject to all of the provisions of this Agreement generally, provided, however, that a Competitive Advance shall not reduce a Revolving Loan Lender's Revolving Loan Commitment or a Revolving Loan Lender's obligation to fund its Revolving Loan Commitment Percentage of any Revolving Loan or to participate in Swingline Loans or Letters of Credit. No If the Borrower prepays any Competitive Advance may be prepaid prior to the end of the applicable Interest Period without Period, the prior written consent Borrower shall pay all amounts due under Section 4.4.
(o) The principal amount of any "Competitive Advances" (as defined in the Fifth Amended Credit Agreement) outstanding as of the affected Revolving Loan Lenderdate hereof shall continue as Competitive Advances under this Agreement for the balance of the term and at such rate as exists under the Fifth Amended Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Gables Realty Limited Partnership)
Competitive Advances. (a) For so long as Parkway Properties maintains a Credit Rating of BBB- or better from S&P and Baa3 or better from Xxxxx'x, subject Subject to the terms and conditions hereof, at any time and from time to time from the Effective Closing Date to but excluding through and including the Revolving Loan Termination Maturity Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrower may request and each Revolving Loan Lender Bank may in its sole and absolute discretion make Competitive Advances to Borrower or to any Co-Borrower pursuant to Competitive Bids accepted by Borrower or the relevant Co-Borrower in such principal amounts as Borrower or the relevant Co-Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate outstanding principal amount outstanding under Indebtedness evidenced by the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to fifty percent (50%) of the aggregate amount of the Revolving Loan Commitments, and (ii) the aggregate principal amount outstanding under the Notes (other than the Term Notes) (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities being in excess of the aggregate amount Maximum Competitive Outstandings Amount, provided that after giving effect to the making of each -------- Competitive Advance, the Outstanding Obligations shall not exceed the Commitment. Each Competitive Advance made to a Co-Borrower shall be directly used to finance the development, construction or operation of hotel/casino properties owned by that Co-Borrower. No Competitive Advance made by any Bank shall relieve that Bank of its Pro Rata Share of the Revolving Loan Commitmentsundrawn Commitment.
(b) Borrower or the relevant Co-Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request Requests to the Administrative Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for of the proposed Competitive AdvanceAdvance and whether the Competitive Bid requested is an Absolute Rate Bid or a Eurodollar Margin Bid, or both. Each request shall be Borrower and each Co-Borrower may submit telephonic requests for an advance on the basis of a margin over the Adjusted Eurodollar Rate and shall have a maturity date equal to one of the Interest Periods (subject to the limitations therein.) Competitive Advances. Any Competitive Bid Requests Request made by telephone shall promptly be accompanied confirmed by payment the delivery to Administrative Agent in person or by telecopier of a nonrefundable $1,000 competitive bid request fee for the account of the Agent. Any written Competitive Advance shall be a LIBOR LoanBid Request. The proposed funding date shall be a Business Day. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid Request purportedly made by a Responsible Officer Official of Borrower, which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Administrative Agent not later than 10:00 a.m. 9:00 a.m., California local time, on a Business Banking Day that is at least four one (41) Business Banking Day prior to the date of the proposed Competitive Advance if an Absolute Rate Bid is requested; if a Eurodollar Margin Bid is requested, it must be received by the Administrative Agent five (5) Banking Days prior to the date of the proposed Competitive Advance.
(c) Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, no Competitive Bid Request may be submitted within the five Banking Day period following submission of another Competitive Bid Request.
(d) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 10,000,000 and shall be in an integral multiple of $1,000,000.
(de) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than seven (7) 14 days or more than ninety (90) 180 days, or with a maturity date subsequent to the Revolving Loan Termination Maturity Date. The Borrower may request offers to make Competitive Advances for up to four (4) Interest Periods in a single Competitive Bid Request, provided that in no event shall Borrower be permitted to have more than eight (8) different Interest Periods outstanding at any one time with respect to all LIBOR Loans (including Competitive Advances).
(ef) The Administrative Agent shall, promptly after receipt of a Competitive Bid Request, notify the Banks thereof by telephone and provide the Revolving Loan Lenders Banks a copy thereof by telecopier. Any Revolving Loan Lender Bank may, by written notice to the AgentAdministrative Agent (with a copy to Borrower and the Co-Borrowers), advise the Administrative Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Administrative Agent shall not notify such Revolving Loan Lender Bank of the Competitive Bid Request.
(fg) Each Revolving Loan Lender Bank receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Revolving Loan Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Administrative Agent not later than 10:00 7:30 a.m. (or, in the case of the Revolving Loan Lender acting as Bank which is also the Administrative Agent, not later than 9:00 7:15 a.m.) California local time, in the case of a Eurodollar Margin Bid, on the date which is three four (34) Business Banking Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the requested Competitive Advance. Any Competitive Bid received by the Administrative Agent after 10:00 7:30 a.m. (or 9:00 7:15 a.m. in the case of the Revolving Loan Lender acting as Bank which is also the Administrative Agent) on such date shall be disregarded for purposes of this Agreement. Any Competitive Bid made by telephone shall promptly be confirmed by the delivery to the Administrative Agent in person or by telecopier of a written Competitive Bid. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid purportedly made by a Responsible Officer Official of a Revolving Loan LenderBank, each of which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting with respect to that Revolving Loan LenderBank.
(gh) Each Competitive Bid shall specify the fixed interest rate or the margin over the Adjusted Eurodollar Rate Rate, as applicable, for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Revolving Loan Lender Bank in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrower or the relevant Co-Borrower in the Competitive Bid Request, but but, if so, shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a fixed interest rate ----- ---- or a margin over the Adjusted Eurodollar Rate, is in a form other than as set forth in Exhibit C E or which otherwise contains any term, condition, qualification condition or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Administrative Agent shall, subject to the terms of Section 4.3 and Article V, shall be irrevocable until 12:00 noon 8:30 a.m. California local time, in the case of a Eurodollar Margin Bid, on the date which is two three (23) Business Banking Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrower on or the relevant Co-Borrower prior thereto.
(hi) Promptly after 10:00 7:30 a.m. California local time, in the case of a Eurodollar Margin Bid, on the date which is three four (34) Business Banking Days prior to the date of the proposed Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Advance, the Administrative Agent shall notify Borrower or the relevant Co-Borrower of the names of the Revolving Loan Lenders Banks providing Competitive Bids to the Administrative Agent at or before 10:00 7:30 a.m. on that date (or 9:00 7:15 a.m. in the case of the Revolving Loan Lender acting as Bank which is also the Administrative Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and fixed interest rate or margin over the Adjusted Eurodollar Rate set forth by each such Revolving Loan Lender Bank in its Competitive Bid. The Administrative Agent shall promptly confirm such notification in writing delivered in person or by telecopier to Borrower or the relevant Co-Borrower.
(ij) Borrower or the relevant Co-Borrower may, in its sole and absolute discretion, reject any or all of the Competitive Bids. If Borrower or the relevant Co-Borrower accepts any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower), the following shall apply: :
(ia) Borrower or the relevant Co-Borrower must accept all Competitive Absolute Rate Bids at all lower fixed interest rates before accepting any portion of an Absolute Rate Bid at a higher fixed interest rate, (b) Borrower or the relevant Co-Borrower must accept all Eurodollar Margin Bids at all lower margins over the Adjusted Eurodollar Rate before accepting any portion of a Competitive Eurodollar Margin Bid at a higher margin over the Adjusted Eurodollar Rate, (iic) if two (2) or more Revolving Loan Lenders Banks have submitted a Competitive Bid at the same fixed interest rate or margin, then Borrower or the relevant Co- Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Revolving Loan Lender Bank bears to the aggregate Maximum Competitive Advances of all such Revolving Loan LendersBanks, and (iiid) Borrower and the Co-Borrower may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and . Borrower or the relevant Co-Borrower must accept (ivi) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrower of a Competitive each Eurodollar Margin Rate Bid must be made prior to 12:00 noon 8:30 a.m. on the date which is two three (23) Business Banking Days prior to the requested Competitive AdvanceAdvance and (iii) each Absolute Rate Bid prior to 8:30 a.m. on the date of the requested Competitive Advance or shall be deemed to have rejected the offered Competitive Advances. Acceptance of a Competitive Bid by Borrower shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower) and a Co-Borrower shall be irrevocable upon such notificationcommunication thereof to the Administrative Agent. The Administrative Agent shall promptly notify each of the Revolving Loan Lenders Banks whose Competitive Bid has been accepted by Borrower or the relevant Co- Borrower by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Revolving Loan Lenders. Any Competitive Bid not accepted or rejected by Borrower by 12:00 noonBanks.
(k) In the case of Eurodollar Margin Bids, the Administrative Agent shall determine the Eurodollar Rate (as the case may be) on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected.
(j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Banking Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrower or the relevant Co- Borrower and the Revolving Loan Lenders Banks whose Competitive Bids were accepted by Borrower or the relevant Co-Borrower of such Adjusted Eurodollar Rate.
(kl) A Revolving Loan Lender Bank whose Competitive Bid has been accepted by Borrower shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, Agreement by making funds immediately available to the Administrative Agent at the Principal Administrative Agent's Office in the amount of such Competitive Advance not later than 1:00 p.m. 12:00 noon, California local time, on the date set forth in the Competitive Bid Request. The Administrative Agent shall then promptly make available to the Borrower the aggregate amount of credit the Competitive Advances made available to the Agent by crediting such amount Advance in immediately available funds to the account of the Borrower on the books of such office of Agentrelevant Deposit Account.
(lm) The Administrative Agent shall notify Borrower and the Revolving Loan Lenders Banks promptly after any Competitive Advance is made of the amounts and maturity of such Competitive Advances, Advances and the identity of the Revolving Loan Lenders Banks making such Competitive Advances, and the margin over the Adjusted Eurodollar Rate for such Competitive Advances.
(mn) The Competitive Advances made by a Revolving Loan Lender each Bank shall be evidenced by that Revolving Loan LenderBank's Competitive Advance Note.
(n) Each Competitive Advance shall be subject to all of the provisions of this Agreement generally, provided, however, that a Competitive Advance shall not reduce a Revolving Loan Lender's Revolving Loan Commitment or a Revolving Loan Lender's obligation to fund its Revolving Loan Commitment Percentage of any Revolving Loan or to participate in Swingline Loans or Letters of Credit. No Competitive Advance may be prepaid prior to the end of the applicable Interest Period without the prior written consent of the affected Revolving Loan Lender.
Appears in 1 contract
Samples: Loan Agreement (MGM Grand Inc)
Competitive Advances. (a) For so long as Parkway Properties maintains a Credit Rating of BBB- or better from S&P and Baa3 or better from Xxxxx'x, subject Subject to the terms and conditions hereof, at any time and from time to time from the Effective Closing Date to but excluding through and including the Revolving Loan Termination Maturity Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrower may request and each Revolving Loan Lender Bank may in its sole and absolute discretion make Competitive Advances to Borrower or to any Co-Borrower pursuant to Competitive Bids accepted by Borrower or the relevant Co-Borrower in such principal amounts as Borrower or the relevant Co- Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate outstanding principal amount outstanding under Indebtedness evidenced by the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to fifty percent (50%) of the aggregate amount of the Revolving Loan Commitments, and (ii) the aggregate principal amount outstanding under the Notes (other than the Term Notes) (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities being in excess of the aggregate amount Maximum Competitive Outstandings Amount, provided that after giving effect to the making of each Competitive Advance, the -------- Outstanding Obligations shall not exceed the Commitment. Each Competitive Advance made to a Co-Borrower shall be directly used to finance the development, construction or operation of hotel/casino properties owned by that Co-Borrower. No Competitive Advance made by any Bank shall relieve that Bank of its Pro Rata Share of the Revolving Loan Commitmentsundrawn Commitment.
(b) Borrower or the relevant Co-Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request Requests to the Administrative Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for of the proposed Competitive AdvanceAdvance and whether the Competitive Bid requested is an Absolute Rate Bid or a Eurodollar Margin Bid, or both. Each request shall be Borrower and each Co-Borrower may submit telephonic requests for an advance on the basis of a margin over the Adjusted Eurodollar Rate and shall have a maturity date equal to one of the Interest Periods (subject to the limitations therein.) Competitive Advances. Any Competitive Bid Requests Request made by telephone shall promptly be accompanied confirmed by payment the delivery to Administrative Agent in person or by telecopier of a nonrefundable $1,000 competitive bid request fee for the account of the Agent. Any written Competitive Advance shall be a LIBOR LoanBid Request. The proposed funding date shall be a Business Day. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid Request purportedly made by a Responsible Officer Official of Borrower, which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Administrative Agent not later than 10:00 a.m. 9:00 a.m., California local time, on a Business Banking Day that is at least four (4) Business one Banking Day prior to the date of the proposed Competitive Advance if an Absolute Rate Bid is requested; if a Eurodollar Margin Bid is requested, it must be received by the Administrative Agent five Banking Days prior to the date of the proposed Competitive Advance.
(c) Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, no Competitive Bid Request may be submitted within the five Banking Day period following submission of another Competitive Bid Request.
(d) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 10,000,000 and shall be in an integral multiple of $1,000,000.
(de) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than seven (7) 14 days or more than ninety (90) 180 days, or with a maturity date subsequent to the Revolving Loan Termination Maturity Date. The Borrower may request offers to make Competitive Advances for up to four (4) Interest Periods in a single Competitive Bid Request, provided that in no event shall Borrower be permitted to have more than eight (8) different Interest Periods outstanding at any one time with respect to all LIBOR Loans (including Competitive Advances).
(ef) The Administrative Agent shall, promptly after receipt of a Competitive Bid Request, notify the Banks thereof by telephone and provide the Revolving Loan Lenders Banks a copy thereof by telecopier. Any Revolving Loan Lender Bank may, by written notice to the AgentAdministrative Agent (with a copy to Borrower and the Co-Borrowers), advise the Administrative Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Administrative Agent shall not notify such Revolving Loan Lender Bank of the Competitive Bid Request.
(fg) Each Revolving Loan Lender Bank receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Revolving Loan Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Administrative Agent not later than 10:00 7:30 a.m. (or, in the case of the Revolving Loan Lender acting as Bank which is also the Administrative Agent, not later than 9:00 7:15 a.m.) California local time, in the case of a Eurodollar Margin Bid, on the date which is three (3) Business four Banking Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the requested Competitive Advance. Any Competitive Bid received by the Administrative Agent after 10:00 7:30 a.m. (or 9:00 7:15 a.m. in the case of the Revolving Loan Lender acting as Bank which is also the Administrative Agent) on such date shall be disregarded for purposes of this Agreement. Any Competitive Bid made by telephone shall promptly be confirmed by the delivery to the Administrative Agent in person or by telecopier of a written Competitive Bid. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid purportedly made by a Responsible Officer Official of a Revolving Loan LenderBank, each of which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting with respect to that Revolving Loan LenderBank.
(gh) Each Competitive Bid shall specify the fixed interest rate or the margin over the Adjusted Eurodollar Rate Rate, as applicable, for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Revolving Loan Lender Bank in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrower or the relevant Co-Borrower in the Competitive Bid Request, but but, if so, shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a fixed interest rate ----- ---- or a margin over the Adjusted Eurodollar Rate, is in a form other than as set forth in Exhibit C E or which otherwise contains any term, condition, qualification condition or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Administrative Agent shall, subject to the terms of Section 4.3 and Article V, shall be irrevocable until 12:00 noon 8:30 a.m. California local time, in the case of a Eurodollar Margin Bid, on the date which is two (2) Business three Banking Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrower on or the relevant Co-Borrower prior thereto.
(hi) Promptly after 10:00 7:30 a.m. California local time, in the case of a Eurodollar Margin Bid, on the date which is three (3) Business four Banking Days prior to the date of the proposed Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Advance, the Administrative Agent shall notify Borrower or the relevant Co-Borrower of the names of the Revolving Loan Lenders Banks providing Competitive Bids to the Administrative Agent at or before 10:00 7:30 a.m. on that date (or 9:00 7:15 a.m. in the case of the Revolving Loan Lender acting as Bank which is also the Administrative Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and fixed interest rate or margin over the Adjusted Eurodollar Rate set forth by each such Revolving Loan Lender Bank in its Competitive Bid. The Administrative Agent shall promptly confirm such notification in writing delivered in person or by telecopier to Borrower or the relevant Co-Borrower.
(ij) Borrower or the relevant Co-Borrower may, in its sole and absolute discretion, reject any or all of the Competitive Bids. If Borrower or the relevant Co-Borrower accepts any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower), the following shall apply: :
(ia) Borrower or the relevant Co-Borrower must accept all Competitive Absolute Rate Bids at all lower fixed interest rates before accepting any portion of an Absolute Rate Bid at a higher fixed interest rate, (b) Borrower or the relevant Co-Borrower must accept all Eurodollar Margin Bids at all lower margins over the Adjusted Eurodollar Rate before accepting any portion of a Competitive Eurodollar Margin Bid at a higher margin over the Adjusted Eurodollar Rate, (iic) if two (2) or more Revolving Loan Lenders Banks have submitted a Competitive Bid at the same fixed interest rate or margin, then Borrower or the relevant Co- Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Revolving Loan Lender Bank bears to the aggregate Maximum Competitive Advances of all such Revolving Loan LendersBanks, and (iiid) Borrower and the Co-Borrower may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and . Borrower or the relevant Co-Borrower must accept (ivi) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrower of a Competitive each Eurodollar Margin Rate Bid must be made prior to 12:00 noon 8:30 a.m. on the date which is two (2) Business three Banking Days prior to the requested Competitive AdvanceAdvance and (iii) each Absolute Rate Bid prior to 8:30 a.m. on the date of the requested Competitive Advance or shall be deemed to have rejected the offered Competitive Advances. Acceptance of a Competitive Bid by Borrower shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower) and a Co-Borrower shall be irrevocable upon such notificationcommunication thereof to the Administrative Agent. The Administrative Agent shall promptly notify each of the Revolving Loan Lenders Banks whose Competitive Bid has been accepted by Borrower or the relevant Co-Borrower by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Revolving Loan Lenders. Any Competitive Bid not accepted or rejected by Borrower by 12:00 noonBanks.
(k) In the case of Eurodollar Margin Bids, the Administrative Agent shall determine the Eurodollar Rate (as the case may be) on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected.
(j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Banking Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrower or the relevant Co- Borrower and the Revolving Loan Lenders Banks whose Competitive Bids were accepted by Borrower or the relevant Co-Borrower of such Adjusted Eurodollar Rate.
(kl) A Revolving Loan Lender Bank whose Competitive Bid has been accepted by Borrower shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, Agreement by making funds immediately available to the Administrative Agent at the Principal Administrative Agent's Office in the amount of such Competitive Advance not later than 1:00 p.m. 12:00 noon, California local time, on the date set forth in the Competitive Bid Request. The Administrative Agent shall then promptly make available to the Borrower the aggregate amount of credit the Competitive Advances made available to the Agent by crediting such amount Advance in immediately available funds to the account of the Borrower on the books of such office of Agentrelevant Deposit Account.
(lm) The Administrative Agent shall notify Borrower and the Revolving Loan Lenders Banks promptly after any Competitive Advance is made of the amounts and maturity of such Competitive Advances, Advances and the identity of the Revolving Loan Lenders Banks making such Competitive Advances, and the margin over the Adjusted Eurodollar Rate for such Competitive Advances.
(mn) The Competitive Advances made by a Revolving Loan Lender each Bank shall be evidenced by that Revolving Loan LenderBank's Competitive Advance Note.
(n) Each Competitive Advance shall be subject to all of the provisions of this Agreement generally, provided, however, that a Competitive Advance shall not reduce a Revolving Loan Lender's Revolving Loan Commitment or a Revolving Loan Lender's obligation to fund its Revolving Loan Commitment Percentage of any Revolving Loan or to participate in Swingline Loans or Letters of Credit. No Competitive Advance may be prepaid prior to the end of the applicable Interest Period without the prior written consent of the affected Revolving Loan Lender.
Appears in 1 contract
Samples: Loan Agreement (MGM Grand Inc)
Competitive Advances. (a) For so long as Parkway Properties maintains a Credit Rating of BBB- or better from S&P and Baa3 or better from Xxxxx'x, subject to the terms and conditions hereof, at any time and from time to time from the Effective Date to but excluding the Revolving Loan Termination Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrower may request and each Revolving Loan Lender may in its sole and absolute discretion make Competitive Advances to Borrower in such principal amounts as Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate principal amount outstanding under the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to fifty percent (50%) 30% of the aggregate amount of the Revolving Loan Commitments, and (ii) the aggregate principal amount outstanding under the Notes (other than the Term Notes) (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities being in excess of the aggregate amount of the Revolving Loan Commitments.
(b) Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request to the Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for the proposed Competitive Advance. Each request shall be for an advance on the basis of a margin over the Adjusted Eurodollar Rate and shall have a maturity date equal to one of the Interest Periods (subject to the limitations therein.) Any Competitive Bid Requests shall be accompanied by payment of a nonrefundable $1,000 competitive bid request fee for the account of the Agent. Any Competitive Advance shall be a LIBOR Loan. The proposed funding date shall be a Business Day. The Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid Request purportedly made by a Responsible Officer of Borrower, which hereby agrees to indemnify the Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Agent not later than 10:00 a.m. on a Business Day that is at least four (4) Business Days prior to the date of the proposed Competitive Advance.
(c) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 and shall be in an integral multiple of $1,000,000.
(d) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than seven (7) 7 days or more than ninety (90) 90 days, or with a maturity date subsequent to the Revolving Loan Termination Date. The Borrower may request offers to make Competitive Advances for up to four (4) Interest Periods in a single Competitive Bid Request, provided that in no event shall Borrower be permitted to have more than eight (8) different Interest Periods outstanding at any one time with respect to all LIBOR Loans (including Competitive Advances).
(e) The Agent shall, promptly after receipt of a Competitive Bid Request, provide the Revolving Loan Lenders a copy thereof by telecopier. Any Revolving Loan Lender may, by written notice to the Agent, advise the Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Agent shall not notify such Revolving Loan Lender of the Competitive Bid Request.
(f) Each Revolving Loan Lender receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Revolving Loan Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Agent not later than 10:00 a.m. (or, in the case of the Revolving Loan Lender acting as Agent, not later than 9:00 a.m.) on the date which is three (3) Business Days prior to the requested Competitive Advance. Any Competitive Bid received by the Agent after 10:00 a.m. (or 9:00 a.m. in the case of the Revolving Loan Lender acting as Agent) on such date shall be disregarded for purposes of this Agreement. The Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid purportedly made by a Responsible Officer of a Revolving Loan Lender, each of which hereby agrees to indemnify the Agent from any loss, cost, expense or liability as a result of so acting with respect to that Revolving Loan Lender.
(g) Each Competitive Bid shall specify the margin over the Adjusted Eurodollar Rate for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Revolving Loan Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrower in the Competitive Bid Request, but shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a margin over the Adjusted Eurodollar Rate, is in a form other than as set forth in Exhibit C or which otherwise contains any term, condition, qualification or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Agent shall, subject to the terms of Section 4.3 and Article V, be irrevocable until 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrower on or prior thereto.
(h) Promptly after 10:00 a.m. on the date which is three (3) Business Days prior to the date of the proposed Competitive Advance, the Agent shall notify Borrower of the names of the Revolving Loan Lenders providing Competitive Bids to the Agent at or before 10:00 a.m. on that date (or 9:00 a.m. in the case of the Revolving Loan Lender acting as Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and margin over the Adjusted Eurodollar Rate set forth by each such Revolving Loan Lender in its Competitive Bid.
(i) Borrower may, in its sole and absolute discretion, reject any or all of the Competitive Bids. If Borrower accepts any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower), the following shall apply: (i) Borrower must accept all Competitive Bids at all lower margins over the Adjusted Eurodollar Rate before accepting any portion of a Competitive Bid at a higher margin over the Adjusted Eurodollar Rate, (ii) if two (2) or more Revolving Loan Lenders have submitted a Competitive Bid at the same margin, then Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Revolving Loan Lender bears to the aggregate Maximum Competitive Advances of all such Revolving Loan Lenders, (iii) Borrower may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (iv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrower of a Competitive Bid must be made prior to 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance. Acceptance of a Competitive Bid by Borrower shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower) and shall be irrevocable upon such notification. The Agent shall promptly notify each of the Revolving Loan Lenders whose Competitive Bid has been accepted by Borrower by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Revolving Loan Lenders. Any Competitive Bid not accepted or rejected by Borrower by 12:00 noon, on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected.
(j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrower and the Revolving Loan Lenders whose Competitive Bids were accepted by Borrower of such Adjusted Eurodollar Rate.
(k) A Revolving Loan Lender whose Competitive Bid has been accepted by Borrower shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, by making funds immediately available to the Agent at the Principal Office in the amount of such Competitive Advance not later than 1:00 p.m. on the date set forth in the Competitive Bid Request. The Agent shall then promptly make available to the Borrower the aggregate amount of the Competitive Advances made available to the Agent by crediting such amount in immediately available funds to the account of the Borrower on the books of such office of Agent.
(l) The Agent shall notify Borrower and the Revolving Loan Lenders promptly after any Competitive Advance is made of the amounts and maturity of such Competitive Advances, the identity of the Revolving Loan Lenders making such Competitive Advances, and the margin over the Adjusted Eurodollar Rate for such Competitive Advances.
(m) The Competitive Advances made by a Revolving Loan Lender shall be evidenced by that Revolving Loan Lender's Competitive Advance Note.
(n) Each Competitive Advance shall be subject to all of the provisions of this Agreement generally, provided, however, that a Competitive Advance shall not reduce a Revolving Loan Lender's Revolving Loan Commitment or a Revolving Loan Lender's obligation to fund its Revolving Loan Commitment Percentage of any Revolving Loan or to participate in Swingline Loans or Letters of Credit. No Competitive Advance may be prepaid prior to the end of the applicable Interest Period without the prior written consent of the affected Revolving Loan Lender.
Appears in 1 contract
Competitive Advances. (a) For so long as Parkway Properties maintains a Credit Rating of BBB- or better from S&P and Baa3 or better from Xxxxx'x, subject Subject to the terms and conditions hereof, at any time and from time to time from the Effective Closing Date to but excluding through and including the Revolving Loan Termination Maturity Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrower may request and each Revolving Loan Lender may in its sole and absolute discretion make Competitive Advances to Borrower or to any Co-Borrower in Dollars pursuant to Competitive Bids accepted by Borrower or the relevant Co-Borrower in such principal amounts as Borrower or the relevant Co-Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate outstanding principal amount outstanding under the of Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to fifty percent (50%) of the aggregate amount of the Revolving Loan Commitments, and (ii) the aggregate principal amount outstanding under the Notes (other than the Term Notes) (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities Advances being in excess of the Maximum Competitive Outstandings Amount, provided that after giving effect to the making of each Competitive Advance, the sum of the aggregate outstanding principal amount of Competitive Advances and Revolving Loans plus the Letters of Credit Usage plus the Swing Line Outstandings shall not exceed the then effective Revolving Loan CommitmentsCommitment. Each Competitive Advance made to a Co-Borrower shall be directly used to finance and/or refinance the development, construction or operation of hotel/casino properties owned by that Co-Borrower. No Competitive Advance made by any Revolving Lender shall relieve that Revolving Lender of its Pro Rata Share of the undrawn Revolving Commitment.
(b) Borrower or the relevant Co-Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request Requests to the Administrative Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for of the proposed Competitive AdvanceAdvance and whether the Competitive Bid requested is an Absolute Rate Bid or a LIBOR Margin Bid, or both. Each request shall be Borrower and each Co-Borrower may submit telephonic requests for an advance on the basis of a margin over the Adjusted Eurodollar Rate and shall have a maturity date equal to one of the Interest Periods (subject to the limitations therein.) Competitive Advances. Any Competitive Bid Requests Request made by telephone shall promptly be accompanied confirmed by payment the delivery to Administrative Agent in person or by telecopier of a nonrefundable $1,000 competitive bid request fee for the account of the Agent. Any written Competitive Advance shall be a LIBOR LoanBid Request. The proposed funding date shall be a Business Day. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid Request purportedly made by a Responsible Officer Official of Borrower or Co-Borrower, each of which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Administrative Agent not later than 10:00 a.m. a.m., Las Vegas time, on a Business Day that is W02-WEST:LAR\4000119853.8 at least one Business Day prior to the date of the proposed Competitive Advance if an Absolute Rate Bid is requested; if a LIBOR Margin Bid is requested, it must be received by the Administrative Agent four (4) Business Days prior to the date of the proposed Competitive Advance.
(c) Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, no Competitive Bid Request may be submitted within the five Business Day period following submission of another Competitive Bid Request.
(d) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 10,000,000 and shall be in an integral multiple of $1,000,000.
(de) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than seven (7) 7 days or more than ninety (90) 180 days, or with a maturity date subsequent to the Revolving Loan Termination Maturity Date. The Borrower may request offers to make Competitive Advances , or for up to four (4) Interest Periods in a single Competitive Bid Request, provided that in no event shall Borrower be permitted to have more maturity which ends on a day other than eight (8) different Interest Periods outstanding at any one time with respect to all LIBOR Loans (including Competitive Advances)a Business Day.
(ef) The Administrative Agent shall, promptly after receipt of a Competitive Bid Request, notify the Revolving Lenders thereof by telephone and provide the Revolving Loan Lenders a copy thereof by telecopier. Any Revolving Loan Lender may, by written notice to the AgentAdministrative Agent (with a copy to Borrower and the Co-Borrowers), advise the Administrative Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Administrative Agent shall not notify such Revolving Loan Lender of the Competitive Bid Request.
(fg) Each Revolving Loan Lender receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Revolving Loan Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Administrative Agent not later than 10:00 7:30 a.m. (or, in the case of the Revolving Loan Lender acting as which is also the Administrative Agent, not later than 9:00 7:15 a.m.) Las Vegas time, in the case of a LIBOR Margin Bid, on the date which is three (3) Business Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the requested Competitive Advance. Any Competitive Bid received by the Administrative Agent after 10:00 7:30 a.m. (or 9:00 7:15 a.m. in the case of the Revolving Loan Lender acting as which is also the Administrative Agent) on such date shall be disregarded for purposes of this Agreement. Any Competitive Bid made by telephone shall promptly be confirmed by the delivery to the Administrative Agent in person or by telecopier of a written Competitive Bid. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid purportedly made by a Responsible Officer Official of a Revolving Loan Lender, each of which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting with respect to that Revolving Loan Lender.
(gh) Each Competitive Bid shall specify the fixed interest rate or the margin over the Adjusted Eurodollar Rate LIBOR, as applicable, for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Revolving Loan Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrower or the relevant Co-Borrower in the Competitive Bid Request, but but, if so, shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a fixed interest rate or a margin over the Adjusted Eurodollar RateLIBOR, is in a form other than as set forth in Exhibit C D or which otherwise contains any term, condition, qualification condition or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Administrative Agent shall, subject to the terms of Section 4.3 and Article V, shall be irrevocable until 12:00 noon 10:00 a.m., Las Vegas time, in the case of a LIBOR Margin Bid, on the date which is two (2) three Business Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive W02-WEST:LAR\4000119853.8 Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrower on or the relevant Co-Borrower prior thereto.
(hi) Promptly after 10:00 a.m. 7:30 a.m., Las Vegas time, in the case of a LIBOR Margin Bid, on the date which is three (3) Business Days prior to the date of the proposed Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Advance, the Administrative Agent shall notify Borrower or the relevant Co-Borrower of the names of the Revolving Loan Lenders providing Competitive Bids to the Administrative Agent at or before 10:00 7:30 a.m. on that date (or 9:00 7:15 a.m. in the case of the Revolving Loan Lender acting as which is also the Administrative Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and fixed interest rate or margin over the Adjusted Eurodollar Rate LIBOR set forth by each such Revolving Loan Lender in its Competitive Bid. The Administrative Agent shall promptly confirm such notification in writing delivered in person or by telecopier to Borrower or the relevant Co-Borrower.
(ij) Borrower or the relevant Co-Borrower may, in its sole and absolute discretion, reject any or all of the Competitive Bids. If Borrower or the relevant Co-Borrower accepts any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower), the following shall apply: :
(ia) Borrower or the relevant Co-Borrower must accept all Competitive Absolute Rate Bids at all lower fixed interest rates before accepting any portion of an Absolute Rate Bid at a higher fixed interest rate, (b) Borrower or the relevant Co-Borrower must accept all LIBOR Margin Bids at all lower margins over the Adjusted Eurodollar Rate LIBOR before accepting any portion of a Competitive LIBOR Margin Bid at a higher margin over the Adjusted Eurodollar RateLIBOR, (iic) if two (2) or more Revolving Loan Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then Borrower or the relevant Co-Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Revolving Loan Lender bears to the aggregate Maximum Competitive Advances of all such Revolving Loan Lenders, and (iiid) Borrower and the Co-Borrower may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and . Borrower or the relevant Co-Borrower must accept (ivi) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrower of a Competitive each LIBOR Margin Bid must be made prior to 12:00 noon 10:00 a.m., Las Vegas time on the date which is two (2) three Business Days prior to the requested Competitive AdvanceAdvance and (ii) each Absolute Rate Bid prior to 10:00 a.m., Las Vegas time on the date of the requested Competitive Advance or shall be deemed to have rejected the offered Competitive Advances. Acceptance of a Competitive Bid by Borrower shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower) and a Co-Borrower shall be irrevocable upon such notificationcommunication thereof to the Administrative Agent. The Administrative Agent shall promptly notify each of the Revolving Loan Lenders whose Competitive Bid has been accepted by Borrower or the relevant Co-Borrower by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Revolving Loan Lenders. Any Competitive Bid not accepted or rejected by Borrower by 12:00 noon.
(k) In the case of LIBOR Margin Bids, the Administrative Agent shall determine LIBOR on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected.
(j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrower or the relevant Co-Borrower and the Revolving Loan Lenders whose Competitive Bids were accepted by Borrower or the relevant Co-Borrower of such Adjusted Eurodollar RateLIBOR.
(kl) A Revolving Loan Lender whose Competitive Bid has been accepted by Borrower shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, Agreement by making funds immediately available to the Administrative Agent at the Principal Administrative Agent's Office in the amount of such Competitive Advance not later than 1:00 p.m. 12:00 noon Las Vegas time, on the date set forth in the Competitive Bid Request. The Administrative Agent shall then promptly make available to the Borrower the aggregate amount of credit the Competitive Advances made available to the Agent by crediting such amount Advance in immediately available funds to the account of the Borrower on the books of such office of Agentrelevant Deposit Account.
(lm) The Administrative Agent shall notify Borrower and the Revolving Loan Lenders promptly after any Competitive Advance is made of the amounts and maturity of such Competitive Advances, Advances and the identity of the Revolving Loan Lenders making such Competitive Advances, and the margin over the Adjusted Eurodollar Rate for such Competitive Advances.
(mn) The Upon the request of any Revolving Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Revolving Lender (through the Administrative Agent) a Competitive Advances made by a Revolving Loan Lender Note which shall be evidenced by evidence that Revolving Loan Lender's Competitive Advance NoteAdvances.
(n) Each Competitive Advance shall be subject to all of the provisions of this Agreement generally, provided, however, that a Competitive Advance shall not reduce a Revolving Loan Lender's Revolving Loan Commitment or a Revolving Loan Lender's obligation to fund its Revolving Loan Commitment Percentage of any Revolving Loan or to participate in Swingline Loans or Letters of Credit. No Competitive Advance may be prepaid prior to the end of the applicable Interest Period without the prior written consent of the affected Revolving Loan Lender.
Appears in 1 contract
Samples: Loan Agreement (MGM Mirage)
Competitive Advances. (a) For so long as Parkway Properties maintains a Credit Rating of BBB- or better from S&P and Baa3 or better from Xxxxx'x, subject Subject to the terms and conditions hereof, at any time and from time to time from the Effective Closing Date to but excluding through and including the Revolving Loan Termination Maturity Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrower may request and each Revolving Loan Lender Bank may in its sole and absolute discretion make Competitive Advances to Borrower pursuant to Competitive Bids accepted by Borrower in such principal amounts as Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate outstanding principal amount outstanding under Indebtedness evidenced by the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to fifty percent (50%) of the aggregate amount of the Revolving Loan Commitments$750,000,000, and (ii) the aggregate principal amount outstanding under the Notes (other than the Term Notes) (after provided that giving effect to all amounts requested thereunder) plus the Letter making of Credit Liabilities being in excess each Competitive Advance, the Outstanding Obligations shall not exceed the Commitment. No Competitive Advance made by any Bank shall relieve that Bank of its Pro Rata Share of the aggregate amount of the Revolving Loan Commitmentsundrawn Commitment.
(b) Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request Requests to the Administrative Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for of the proposed Competitive Advance. Each request shall be for , whether the Competitive Bid requested is an advance on Absolute Rate Bid, a Eurodollar Margin Bid or a Foreign Currency Margin Bid and, in the basis case of a margin over Foreign Currency Margin Bid, the Adjusted Eurodollar Rate and shall have a maturity date equal foreign currency in which the Competitive Advance is to one of the Interest Periods (subject to the limitations therein.) be made. Any Competitive Bid Requests Request made by telephone shall promptly be accompanied confirmed by payment the delivery to Administrative Agent in person or by telecopier of a nonrefundable $1,000 competitive bid request fee for the account of the Agent. Any written Competitive Advance shall be a LIBOR LoanBid Request. The proposed funding date shall be a Business Day. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid Request purportedly made by a Responsible Officer Official of Borrower, which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Administrative Agent not later than 10:00 a.m. 9:00 a.m., California local time, on a Business Banking Day that is at least four one (41) Business Banking Day prior to the date of the proposed Competitive Advance if an Absolute Rate Bid is requested; if a Eurodollar Margin Bid or Foreign Currency Margin Bid is requested, it must be received by the Administrative Agent five (5) Banking Days prior to the date of the proposed Competitive Advance.
(c) Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, no Competitive Bid Request shall be made by Borrower if Borrower has, within the immediately preceding five (5) Banking Days, submitted another Competitive Bid Request.
(d) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 5,000,000 and shall be in an integral multiple of $1,000,000, provided that Competitive Bid Requests for Foreign Currency Advances may be in any amount which is in excess of $5,000,000.
(de) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than seven (7) 14 days or more than ninety (90) 180 days, or with a maturity date subsequent to the Revolving Loan Termination Maturity Date. The Borrower may request offers to make Competitive Advances for up to four (4) Interest Periods in a single Competitive Bid Request, provided that in no event shall Borrower be permitted to have more than eight (8) different Interest Periods outstanding at any one time with respect to all LIBOR Loans (including Competitive Advances).
(ef) The Administrative Agent shall, promptly after receipt of a Competitive Bid Request, notify the Banks thereof by telephone and provide the Revolving Loan Lenders Banks a copy thereof by telecopier. Any Revolving Loan Lender Bank may, by written notice to the Administrative Agent, advise the Administrative Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Administrative Agent shall not notify such Revolving Loan Lender Bank of the Competitive Bid Request.
(fg) Each Revolving Loan Lender Bank receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Revolving Loan Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Administrative Agent not later than 10:00 7:30 a.m. (or, in the case of the Revolving Loan Lender acting as Bank which is also the Administrative Agent, not later than 9:00 7:15 a.m.) California local time, in the case of a Eurodollar Margin Bid or Foreign Currency Margin Bid, on the date which is three four (34) Business Banking Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the requested Competitive Advance. Any Competitive Bid received by the Administrative Agent after 10:00 7:30 a.m. (or 9:00 7:15 a.m. in the case of the Revolving Loan Lender acting as Bank which is also the Administrative Agent) on such date shall be disregarded for purposes of this Agreement. Any Competitive Bid made by telephone shall promptly be confirmed by the delivery to the Administrative Agent in person or by telecopier of a written Competitive Bid. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid purportedly made by a Responsible Officer Official of a Revolving Loan LenderBank, each of which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting with respect to that Revolving Loan LenderBank.
(gh) Each Competitive Bid shall specify the fixed interest rate or the margin over the Adjusted Eurodollar Base Rate or the Foreign Currency Base Rate, as applicable, for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Revolving Loan Lender Bank in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrower in the Competitive Bid Request, but but, if so, shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a fixed interest rate or a margin over the Adjusted Eurodollar Base Rate or the Foreign Currency Base Rate, is in a form other than as set forth in Exhibit C D or which otherwise contains any term, condition, qualification condition or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Administrative Agent shall, subject to the terms of Section 4.3 and Article V, shall be irrevocable until 12:00 noon 8:30 a.m. California local time, in the case of a Eurodollar Margin Bid or the Foreign Currency Margin Bid, on the date which is two three (23) Business Banking Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrower on or prior thereto.
(hi) Promptly after 10:00 7:30 a.m. California local time, in the case of a Eurodollar Margin Bid or a Foreign Currency Margin Bid, on the date which is three four (34) Business Banking Days prior to the date of the proposed Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Advance, the Administrative Agent shall notify Borrower of the names of the Revolving Loan Lenders Banks providing Competitive Bids to the Administrative Agent at or before 10:00 7:30 a.m. on that date (or 9:00 7:15 a.m. in the case of the Revolving Loan Lender acting as Bank which is also the Administrative Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and fixed interest rate or margin over the Adjusted Eurodollar Base Rate or the Foreign Currency Base Rate set forth by each such Revolving Loan Lender Bank in its Competitive Bid. The Administrative Agent shall promptly confirm such notification in writing delivered in person or by telecopier to Borrower.
(ij) Borrower may, in its sole and absolute discretiondiscre- tion, reject any or all of the Competitive Bids. If Borrower accepts any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower), the following shall apply: (ia) Borrower must accept all Competitive Absolute Rate Bids at all lower fixed interest rates before accepting any portion of an Absolute Rate Bid at a higher fixed interest rate, (b) Borrower must accept all Eurodollar Margin Bids at all lower margins over the Adjusted Eurodollar Base Rate before accepting any portion of a Competitive Eurodollar Margin Bid at a higher margin over the Adjusted Eurodollar Base Rate, (iic) Borrower must accept all Foreign Currency Margin Bids at all lower margins over the Foreign Currency Base Rate before accepting any portion of a Foreign Currency Margin Bid at a higher margin over the Foreign Currency Base Rate, (d) if two (2) or more Revolving Loan Lenders Banks have submitted a Competitive Bid at the same fixed interest rate or margin, then Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Revolving Loan Lender Bank bears to the aggregate Maximum Competitive Advances of all such Revolving Loan LendersBanks, and (iiie) Borrower may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (iv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrower of a Competitive Eurodollar Margin Rate Bid or a Foreign Currency Margin Bid must be made prior to 12:00 noon 8:30 a.m. on the date which is two three (23) Business Banking Days prior to the requested Competitive Advance and acceptance by Borrower of an Absolute Rate Bid must be made prior to 8:30 a.m. on the date of the requested Competitive Advance. Acceptance of a Competitive Bid by Borrower shall be accomplished by telephonic or written notification irrevocable upon communication thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower) and shall be irrevocable upon such notificationAdministrative Agent. The Administrative Agent shall promptly notify each of the Revolving Loan Lenders Banks whose Competitive Bid has been accepted by Borrower by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Revolving Loan LendersBanks. Any Competitive Bid not accepted or rejected by Borrower by 12:00 noon8:30 a.m., in the case of a Eurodollar Margin Bid or a Foreign Currency Margin Bid, on the date which is three (3) Banking Days prior to the proposed Competitive Advance or, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Bid, shall be deemed rejected.
(k) In the case of Eurodollar Margin Bids and Foreign Currency Margin Bids, the Administrative Agent shall determine the Eurodollar Base Rate or the Foreign Currency Base Rate (as the case may be) on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected.
(j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Banking Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrower and the Revolving Loan Lenders Banks whose Competitive Bids were accepted by Borrower of such Adjusted Eurodollar Base Rate or Foreign Currency Base Rate.
(kl) A Revolving Loan Lender Bank whose Competitive Bid has been accepted by Borrower shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, Agreement by making funds immediately available to the Administrative Agent at the Principal Administrative Agent's Office in the amount of such Competitive Advance not later than 1:00 p.m. 12:00 noon, California local time, on the date set forth in the Competitive Bid Request. The Administrative Agent shall then promptly make available to the Borrower the aggregate amount of credit the Competitive Advances made available to the Agent by crediting such amount Advance in immediately available funds (and, in the case of each Foreign Currency Margin Bid, in the designated foreign currency) to the account of the Borrower on the books of such office of AgentDesignated Deposit Account.
(lm) The Administrative Agent shall notify Borrower and the Revolving Loan Lenders Banks promptly after any Competitive Advance is made of the amounts and maturity of such Competitive Advances, Advances and the identity of the Revolving Loan Lenders Banks making such Competitive Advances, and the margin over the Adjusted Eurodollar Rate for such Competitive Advances.
(mn) The Competitive Advances made by a Revolving Loan Lender Bank shall be evidenced by that Revolving Loan LenderBank's Competitive Advance Note.
(no) Each Competitive Any Bank making a Foreign Currency Advance may, at its option, require as a condition thereto that Borrower issue in favor of such Bank a separate promissory note substantially in the form of Exhibit C (but denominated in the foreign currency) to evidence such Foreign Currency Advance. If the Bank does not so require, the Foreign Currency Advance shall be subject evidenced by that Bank's Competitive Advance Note delivered at the Closing Date with the references therein to all "Dollars" being deemed references to such foreign currency.
(p) On or about the last Business Day of each calendar month (but in no event less frequently than once each calendar month), or at such more frequent intervals as the Administrative Agent may reasonably determine, the Administrative Agent shall calculate the Foreign Currency Equivalent in Dollars of any outstanding Foreign Currency Advances. The Administrative Agent shall inform the Borrower and the Banks of such calculation, whereupon the amount of the provisions Outstanding Obligations will be deemed adjusted to give effect thereto, provided that Borrower shall be entitled to two Business Days to make any payments required as a result of this Agreement generally, provided, however, that a Competitive Advance shall not reduce a Revolving Loan Lender's Revolving Loan Commitment or a Revolving Loan Lender's obligation to fund its Revolving Loan Commitment Percentage of any Revolving Loan or to participate in Swingline Loans or Letters of Credit. No Competitive Advance may be prepaid prior to the end of the applicable Interest Period without the prior written consent of the affected Revolving Loan Lendersuch calculations.
Appears in 1 contract
Competitive Advances. (a) For so long as Parkway Properties maintains a Credit Rating of BBB- or better from S&P and Baa3 or better from Xxxxx'x, subject Subject to the terms and conditions hereof, at any time and from time to time from the Effective Date to but excluding through the Revolving Loan Termination Maturity Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrower may request and each Revolving Loan Lender may in its sole and absolute discretion make Competitive Advances to Borrower in such principal amounts as Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate principal amount outstanding under the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to fifty percent (50%) % of the aggregate amount of the Revolving Loan CommitmentsTotal Commitment Amount, and (ii) the aggregate principal amount outstanding under the Notes (other than the Term Notes) (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities Exposure being in excess of the aggregate amount of Total Commitment Amount. A Lender lending to the Revolving Loan CommitmentsBorrower pursuant to this Section 2.4 shall remain obligated to make Loans in accordance with its Commitment Percentage as provided in Section 2.1.
(b) Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request to the Administrative Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for the proposed Competitive Advance. Each request Advance and shall be for an advance state whether a Competitive Bid is requested on the basis of a fixed rate of interest expressed in multiples of 1/100th of one basis point (a “Absolute Rate Bid”) or on the basis of a margin over LIBOR (a “LIBOR Margin Bid”). If a LIBOR Margin Bid is requested, the Adjusted Eurodollar Rate and shall have a maturity date equal to shall be one of the Interest Periods (subject to the limitations therein.) Any Competitive Bid Requests shall be accompanied by payment of a nonrefundable $1,000 competitive bid request fee for the account of the Agent. Any Competitive Advance Periods, and any such advance shall be a LIBOR Loan. The proposed funding date shall be a Business Day. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid Request purportedly made by a Responsible Officer an Authorized Signatory of Borrower, which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Administrative Agent not later than 10:00 a.m. 12:00 noon on a Business Day that is at least four five (45) Business Days prior to the date of the proposed Competitive Advance.
(c) Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, no Competitive Bid Request shall be made by Borrower if Borrower has within the current calendar month submitted five (5) or more Competitive Bid Requests.
(d) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 5,000,000 and shall be in an integral multiple of $1,000,000.
(de) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than seven (7) 7 days or more than ninety (90) 180 days, or with a maturity date subsequent to the Revolving Loan Termination Maturity Date. The Borrower may request offers to make Competitive Advances for up to four (4) Interest Periods in a single Competitive Bid Request, provided that in no event shall Borrower be permitted to have more than eight four (8) 4) different Interest Periods outstanding at any one time with respect to all LIBOR Loans (including Competitive Advances).
(ef) The Agent shall, promptly after Upon receipt of a each Competitive Bid RequestRequest from the Borrower, provide the Revolving Loan Lenders a copy thereof by telecopierAdministrative Agent shall promptly notify each Lender of the contents thereof. Any Revolving Loan Lender may, by written notice to the Administrative Agent, advise the Administrative Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Administrative Agent shall not notify such Revolving Loan Lender of the Competitive Bid Request.
(fg) Each Revolving Loan Lender receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Revolving Loan Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Administrative Agent not later than 10:00 a.m. 12:00 noon (or, in the case of the Revolving Loan Lender acting as AgentDomestic Reference Lender, not later than 9:00 11:00 a.m.) on the date which is three four (34) Business Days prior to the requested Competitive Advance. Any Competitive Bid received by the Administrative Agent after 10:00 a.m. 12:00 noon (or 9:00 11:00 a.m. in the case of the Revolving Loan Lender acting as AgentDomestic Reference Lender) on such date shall be disregarded for purposes of this Agreement. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid purportedly made by a Responsible Officer Official of a Revolving Loan Lender, each of which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting with respect to that Revolving Loan Lender.
(gh) Each Competitive Bid shall specify the fixed interest rate or the margin over the Adjusted Eurodollar Rate LIBOR, as applicable, for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Revolving Loan Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrower in the Competitive Bid Request, but shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a fixed interest rate or a margin over the Adjusted Eurodollar RateLIBOR, is in a form other than as set forth in Exhibit C E or which otherwise contains any term, condition, qualification or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g2.4(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Administrative Agent shall, subject to the terms of Sections 2.12 and Section 4.3 and Article V6, be irrevocable until 12:00 noon on the date which is two three (23) Business Days prior to the requested Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrower on or prior thereto.
(hi) Promptly after 10:00 a.m. 12:00 noon (a) on the date which is three four (34) Business Days prior to the date of the proposed Competitive Advance, the Administrative Agent shall notify Borrower of the names of the Revolving Loan Lenders providing Competitive Bids to the Administrative Agent at or before 10:00 a.m. 12:00 noon on that date (or 9:00 11:00 a.m. in the case of the Revolving Loan Lender acting as AgentDomestic Reference Lender) and satisfying the conditions of this Section 2.3 2.4 and the Maximum Competitive Advance and fixed interest rate or margin over the Adjusted Eurodollar Rate LIBOR set forth by each such Revolving Loan Lender in its Competitive Bid.
(ij) Borrower may, in its sole and absolute discretion, reject any or all of the Competitive Bids. If Borrower accepts any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower), the following shall apply: (i) Borrower must accept all Competitive Absolute Rate Bids at all lower fixed interest rates before accepting any portion of a Absolute Rate Bid at a higher fixed interest rate, (ii) Borrower must accept all LIBOR Margin Bids at all lower margins over the Adjusted Eurodollar Rate LIBOR before accepting any portion of a Competitive LIBOR Margin Bid at a higher margin over the Adjusted Eurodollar RateLIBOR, (iiiii) if two (2) or more Revolving Loan Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then Borrower Borrowers must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Revolving Loan Lender bears to the aggregate Maximum Competitive Advances of all such Revolving Loan Lenders, (iii) Borrower may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (iv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrower of a Competitive Bid must be made prior to 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance. Acceptance of a Competitive Bid by Borrower shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower) and shall be irrevocable upon such notification. The Agent shall promptly notify each of the Revolving Loan Lenders whose Competitive Bid has been accepted by Borrower by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Revolving Loan Lenders. Any Competitive Bid not accepted or rejected by Borrower by 12:00 noon, on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected.
(j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrower and the Revolving Loan Lenders whose Competitive Bids were accepted by Borrower of such Adjusted Eurodollar Rate.
(k) A Revolving Loan Lender whose Competitive Bid has been accepted by Borrower shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, by making funds immediately available to the Agent at the Principal Office in the amount of such Competitive Advance not later than 1:00 p.m. on the date set forth in the Competitive Bid Request. The Agent shall then promptly make available to the Borrower the aggregate amount of the Competitive Advances made available to the Agent by crediting such amount in immediately available funds to the account of the Borrower on the books of such office of Agent.
(l) The Agent shall notify Borrower and the Revolving Loan Lenders promptly after any Competitive Advance is made of the amounts and maturity of such Competitive Advances, the identity of the Revolving Loan Lenders making such Competitive Advances, and the margin over the Adjusted Eurodollar Rate for such Competitive Advances.
(m) The Competitive Advances made by a Revolving Loan Lender shall be evidenced by that Revolving Loan Lender's Competitive Advance Note.
(n) Each Competitive Advance shall be subject to all of the provisions of this Agreement generally, provided, however, that a Competitive Advance shall not reduce a Revolving Loan Lender's Revolving Loan Commitment or a Revolving Loan Lender's obligation to fund its Revolving Loan Commitment Percentage of any Revolving Loan or to participate in Swingline Loans or Letters of Credit. No Competitive Advance may be prepaid prior to the end of the applicable Interest Period without the prior written consent of the affected Revolving Loan Lender.such
Appears in 1 contract
Competitive Advances. (a) For so long as Parkway Properties maintains a Credit Rating of BBB- or better from S&P and Baa3 or better from Xxxxx'x, subject Subject to the terms and conditions hereof, at any time and from time to time from the Effective Closing Date to but excluding through and including the Revolving Loan Termination Maturity Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrower may request and each Revolving Loan Lender may in its sole and absolute discretion make Competitive Advances to Borrower or to any Co-Borrower in Dollars pursuant to Competitive Bids accepted by Borrower or the relevant Co-Borrower in such principal amounts as Borrower or the relevant Co-Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate outstanding principal amount outstanding under Indebtedness evidenced by the Competitive Advance Revolving Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to fifty percent (50%) of the aggregate amount of the Revolving Loan Commitments, and (ii) the aggregate principal amount outstanding under the Notes (other than the Term Notes) (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities being in excess of the aggregate amount Maximum Competitive Outstandings Amount, provided that after giving effect to the making of each Competitive Advance, the sum of the Indebtedness evidenced by the Committed Revolving Loan CommitmentsNotes and the Competitive Revolving Notes plus the Letters of Credit Usage plus the Swing Line Outstandings shall not exceed the then effective Revolving Commitment. Each Competitive Advance made to a Co-Borrower shall be directly used to finance and/or refinance the development, construction or operation of hotel/casino properties owned by that Co-Borrower. No Competitive Advance made by any Revolving Lender shall relieve that Revolving Lender of its Pro Rata Share of the undrawn Revolving Commitment.
(b) Borrower or the relevant Co-Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request Requests to the Administrative Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for of the proposed Competitive AdvanceAdvance and whether the Competitive Bid requested is an Absolute Rate Bid or a LIBOR Margin Bid, or both. Each request shall be Borrower and each Co-Borrower may submit telephonic requests for an advance on the basis of a margin over the Adjusted Eurodollar Rate and shall have a maturity date equal to one of the Interest Periods (subject to the limitations therein.) Competitive Advances. Any Competitive Bid Requests Request made by telephone shall promptly be accompanied confirmed by payment the delivery to Administrative Agent in person or by telecopier of a nonrefundable $1,000 competitive bid request fee for the account of the Agent. Any written Competitive Advance shall be a LIBOR LoanBid Request. The proposed funding date shall be a Business Day. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid Request purportedly made by a Responsible Officer Official of Borrower or Co-Borrower, each of which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Administrative Agent not later than 10:00 a.m. a.m., Las Vegas time, on a Business Day that is at least one Business Day prior to the date of the proposed Competitive Advance if an Absolute Rate Bid is requested; if a LIBOR Margin Bid is requested, it must be received by the Administrative Agent four (4) Business Days prior to the date of the proposed Competitive Advance.
(c) Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, no Competitive Bid Request may be submitted within the five Business Day period following submission of another Competitive Bid Request.
(d) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 10,000,000 and shall be in an integral multiple of $1,000,000.
(de) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than seven (7) 7 days or more than ninety (90) 180 days, or with a maturity date subsequent to the Revolving Loan Termination Maturity Date. The Borrower may request offers to make Competitive Advances , or for up to four (4) Interest Periods in a single Competitive Bid Request, provided that in no event shall Borrower be permitted to have more maturity which ends on a day other than eight (8) different Interest Periods outstanding at any one time with respect to all LIBOR Loans (including Competitive Advances)a Business Day.
(ef) The Administrative Agent shall, promptly after receipt of a Competitive Bid Request, notify the Revolving Lenders thereof by telephone and provide the Revolving Loan Lenders a copy thereof by telecopier. Any Revolving Loan Lender may, by written notice to the AgentAdministrative Agent (with a copy to Borrower and the Co-Borrowers), advise the Administrative Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Administrative Agent shall not notify such Revolving Loan Lender of the Competitive Bid Request.
(fg) Each Revolving Loan Lender receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Revolving Loan Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Administrative Agent not later than 10:00 7:30 a.m. (or, in the case of the Revolving Loan Lender acting as which is also the Administrative Agent, not later than 9:00 7:15 a.m.) Las Vegas time, in the case of a LIBOR Margin Bid, on the date which is three (3) Business Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the requested Competitive Advance. Any Competitive Bid received by the Administrative Agent after 10:00 7:30 a.m. (or 9:00 7:15 a.m. in the case of the Revolving Loan Lender acting as which is also the Administrative Agent) on such date shall be disregarded for purposes of this Agreement. Any Competitive Bid made by telephone shall promptly be confirmed by the delivery to the Administrative Agent in person or by telecopier of a written Competitive Bid. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid purportedly made by a Responsible Officer Official of a Revolving Loan Lender, each of which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting with respect to that Revolving Loan Lender.
(gh) Each Competitive Bid shall specify the fixed interest rate or the margin over the Adjusted Eurodollar Rate LIBOR, as applicable, for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Revolving Loan Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrower or the relevant Co-Borrower in the Competitive Bid Request, but but, if so, shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a fixed interest rate or a margin over the Adjusted Eurodollar RateLIBOR, is in a form other than as set forth in Exhibit C D or which otherwise contains any term, condition, qualification condition or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Administrative Agent shall, subject to the terms of Section 4.3 and Article V, shall be irrevocable until 12:00 noon 10:00 a.m., Las Vegas time, in the case of a LIBOR Margin Bid, on the date which is two (2) three Business Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrower on or the relevant Co-Borrower prior thereto.
(hi) Promptly after 10:00 a.m. 7:30 a.m., Las Vegas time, in the case of a LIBOR Margin Bid, on the date which is three (3) Business Days prior to the date of the proposed Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Advance, the Administrative Agent shall notify Borrower or the relevant Co-Borrower of the names of the Revolving Loan Lenders providing Competitive Bids to the Administrative Agent at or before 10:00 7:30 a.m. on that date (or 9:00 7:15 a.m. in the case of the Revolving Loan Lender acting as which is also the Administrative Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and fixed interest rate or margin over the Adjusted Eurodollar Rate LIBOR set forth by each such Revolving Loan Lender in its Competitive Bid. The Administrative Agent shall promptly confirm such notification in writing delivered in person or by telecopier to Borrower or the relevant Co-Borrower.
(ij) Borrower or the relevant Co-Borrower may, in its sole and absolute discretion, reject any or all of the Competitive Bids. If Borrower or the relevant Co-Borrower accepts any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower), the following shall apply: :
(ia) Borrower or the relevant Co-Borrower must accept all Competitive Absolute Rate Bids at all lower fixed interest rates before accepting any portion of an Absolute Rate Bid at a higher fixed interest rate, (b) Borrower or the relevant Co-Borrower must accept all LIBOR Margin Bids at all lower margins over the Adjusted Eurodollar Rate LIBOR before accepting any portion of a Competitive LIBOR Margin Bid at a higher margin over the Adjusted Eurodollar RateLIBOR, (iic) if two (2) or more Revolving Loan Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then Borrower or the relevant Co-Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Revolving Loan Lender bears to the aggregate Maximum Competitive Advances of all such Revolving Loan Lenders, and (iiid) Borrower and the Co-Borrower may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and . Borrower or the relevant Co-Borrower must accept (ivi) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrower of a Competitive each LIBOR Margin Bid must be made prior to 12:00 noon 10:00 a.m., Las Vegas time on the date which is two (2) three Business Days prior to the requested Competitive AdvanceAdvance and (iii) each Absolute Rate Bid prior to 10:00 a.m., Las Vegas time on the date of the requested Competitive Advance or shall be deemed to have rejected the offered Competitive Advances. Acceptance of a Competitive Bid by Borrower shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower) and a Co-Borrower shall be irrevocable upon such notificationcommunication thereof to the Administrative Agent. The Administrative Agent shall promptly notify each of the Revolving Loan Lenders whose Competitive Bid has been accepted by Borrower or the relevant Co-Borrower by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Revolving Loan Lenders. Any Competitive Bid not accepted or rejected by Borrower by 12:00 noon.
(k) In the case of LIBOR Margin Bids, the Administrative Agent shall determine LIBOR on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected.
(j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrower or the relevant Co-Borrower and the Revolving Loan Lenders whose Competitive Bids were accepted by Borrower or the relevant Co-Borrower of such Adjusted Eurodollar RateLIBOR.
(kl) A Revolving Loan Lender whose Competitive Bid has been accepted by Borrower shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, Agreement by making funds immediately available to the Administrative Agent at the Principal Administrative Agent's Office in the amount of such Competitive Advance not later than 1:00 p.m. 12:00 noon Las Vegas time, on the date set forth in the Competitive Bid Request. The Administrative Agent shall then promptly make available to the Borrower the aggregate amount of credit the Competitive Advances made available to the Agent by crediting such amount Advance in immediately available funds to the account of the Borrower on the books of such office of Agentrelevant Deposit Account.
(lm) The Administrative Agent shall notify Borrower and the Revolving Loan Lenders promptly after any Competitive Advance is made of the amounts and maturity of such Competitive Advances, Advances and the identity of the Revolving Loan Lenders making such Competitive Advances, and the margin over the Adjusted Eurodollar Rate for such Competitive Advances.
(mn) The Competitive Advances made by a each Revolving Loan Lender shall be evidenced by that Revolving Loan Lender's Competitive Advance Revolving Note.
(n) Each Competitive Advance shall be subject to all of the provisions of this Agreement generally, provided, however, that a Competitive Advance shall not reduce a Revolving Loan Lender's Revolving Loan Commitment or a Revolving Loan Lender's obligation to fund its Revolving Loan Commitment Percentage of any Revolving Loan or to participate in Swingline Loans or Letters of Credit. No Competitive Advance may be prepaid prior to the end of the applicable Interest Period without the prior written consent of the affected Revolving Loan Lender.
Appears in 1 contract
Samples: Loan Agreement (MGM Mirage)
Competitive Advances. (a) For so long as Parkway Properties maintains a Credit Rating of BBB- or better from S&P and Baa3 or better from Xxxxx'x, subject Subject to the terms and conditions hereof, at any time and from time to time from the Effective Date to but excluding through the Revolving Loan Termination Maturity Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrower may request and each Revolving Loan Lender may in its sole and absolute discretion make Competitive Advances to Borrower in such principal amounts as Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate principal amount outstanding under the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of the LESSER OF (A) $150,000,000 or (B) an amount equal to fifty percent (50%) 42.86% of the aggregate amount of the Revolving Loan CommitmentsTotal Commitment Amount, and (ii) the aggregate principal amount outstanding under the Notes (other than the Term Notes) (after giving effect to all amounts requested thereunder) plus PLUS the Letter of Credit Liabilities Exposure being in excess of the aggregate amount of Total Commitment Amount. A Lender lending to the Revolving Loan CommitmentsBorrower pursuant to this Section 2.4 shall remain obligated to make Loans in accordance with its Commitment Percentage as provided in Section 2.1.
(b) Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request to the Administrative Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for the proposed Competitive Advance. Each request Advance and shall be for an advance state whether a Competitive Bid is requested on the basis of a fixed interest rate (a "Absolute Rate Bid") or on the basis of a margin over the Adjusted Eurodollar Rate LIBOR (a "LIBOR Margin Bid") and shall have a maturity date equal to one of the Interest Periods (subject to the limitations therein.) Any Competitive Bid Requests which shall be accompanied by payment of a nonrefundable $1,000 2500 competitive bid request fee for the account of the Administrative Agent. Any Competitive Advance If a LIBOR Margin Bid is requested, the maturity date shall be one of the Interest Periods, and any such advance shall be a LIBOR Loan. The proposed funding date shall be a Business Day. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid Request purportedly made by a Responsible Officer an Authorized Signatory of Borrower, which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Administrative Agent not later than 10:00 a.m. 12:00 noon Massachusetts time on a Business Day that is at least four five (45) Business Days prior to the date of the proposed Competitive Advance.
(c) Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, no Competitive Bid Request shall be made by Borrower if Borrower has within the current calendar month submitted five (5) or more Competitive Bid Requests.
(d) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 5,000,000 and shall be in an integral multiple of $1,000,000.
(de) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than seven (7) 7 days or more than ninety (90) 180 days, or with a maturity date subsequent to the Revolving Loan Termination Maturity Date. The Borrower may request offers to make Competitive Advances for up to four (4) Interest Periods in a single Competitive Bid Request, provided that in no event shall Borrower be permitted to have more than eight four (8) 4) different Interest Periods outstanding at any one time with respect to all LIBOR Loans (including Competitive Advances).
(ef) The Administrative Agent shall, promptly after receipt of a Competitive Bid Request, provide the Revolving Loan Lenders a copy thereof by telecopier. Any Revolving Loan Lender may, by written notice to the Administrative Agent, advise the Administrative Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Administrative Agent shall not notify such Revolving Loan Lender of the Competitive Bid Request.
(fg) Each Revolving Loan Lender receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Revolving Loan Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Administrative Agent not later than 10:00 a.m. 12:00 noon (or, in the case of the Revolving Loan Lender acting as AgentDomestic Reference Lender, not later than 9:00 11:00 a.m.) Massachusetts time on the date which is three four (34) Business Days prior to the requested Competitive Advance. Any Competitive Bid received by the Administrative Agent after 10:00 a.m. 12:00 noon (or 9:00 11:00 a.m. in the case of the Revolving Loan Lender acting as AgentDomestic Reference Lender) on such date shall be disregarded for purposes of this Agreement. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid purportedly made by a Responsible Officer Official of a Revolving Loan Lender, each of which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting with respect to that Revolving Loan Lender.
(gh) Each Competitive Bid shall specify the fixed interest rate or the margin over the Adjusted Eurodollar Rate LIBOR, as applicable, for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Revolving Loan Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrower in the Competitive Bid Request, but shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than OTHER THAN a fixed interest rate or a margin over the Adjusted Eurodollar RateLIBOR, is in a form other than as set forth in Exhibit C EXHIBIT E or which otherwise contains any term, condition, qualification or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g2.4(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Administrative Agent shall, subject to the terms of Sections 2.12 and Section 4.3 and Article V6, be irrevocable until 12:00 noon Massachusetts time on the date which is two (2) Business Days prior to the requested Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrower on or prior thereto.
(hi) Promptly after 10:00 a.m. 12:00 noon Massachusetts time on the date which is three four (34) Business Days prior to the date of the proposed Competitive Advance, the Administrative Agent shall notify Borrower of the names of the Revolving Loan Lenders providing Competitive Bids to the Administrative Agent at or before 10:00 a.m. 12:00 noon on that date (or 9:00 11:45 a.m. in the case of the Revolving Loan Lender acting as AgentDomestic Reference Lender) and satisfying the conditions of this Section 2.3 2.4 and the Maximum Competitive Advance and fixed interest rate or margin over the Adjusted Eurodollar Rate LIBOR set forth by each such Revolving Loan Lender in its Competitive Bid.
(ij) Borrower may, in its sole and absolute discretion, reject any or all of the Competitive Bids. If Borrower accepts any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower), the following shall apply: (i) Borrower must accept all Competitive Absolute Rate Bids at all lower fixed interest rates before accepting any portion of a Absolute Rate Bid at a higher fixed interest rate, (ii) Borrower must accept all LIBOR Margin Bids at all lower margins over the Adjusted Eurodollar Rate LIBOR before accepting any portion of a Competitive LIBOR Margin Bid at a higher margin over the Adjusted Eurodollar RateLIBOR, (iiiii) if two (2) or more Revolving Loan Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then Borrower Borrowers must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Revolving Loan Lender bears to the aggregate Maximum Competitive Advances of all such Revolving Loan Lenders, (iiiiv) Borrower may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (ivv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 5,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrower of a Competitive LIBOR Margin Bid or Absolute Rate Bid must be made prior to 12:00 noon Massachusetts time on the date which is two (2) Business Days prior to the requested Competitive Advance. Acceptance of a Competitive Bid by Borrower shall be accomplished by telephonic or written notification thereof to the Administrative Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower) and shall be irrevocable upon such notification. The Administrative Agent shall promptly notify each of the Revolving Loan Lenders whose Competitive Bid has been accepted by Borrower by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Revolving Loan Lenders. Any Competitive Bid not accepted or rejected by Borrower by 12:00 noonnoon Massachusetts time, on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected.
(jk) In the case of a Competitive LIBOR Margin Bid, the Administrative Agent shall determine the Adjusted Eurodollar Rate LIBOR on the date which is two (2) Business Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrower and the Revolving Loan Lenders whose Competitive LIBOR Margin Bids were accepted by Borrower of such Adjusted Eurodollar RateLIBOR rate.
(kl) A Revolving Loan Lender whose Competitive Bid has been accepted by Borrower shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, by making funds immediately available to the Administrative Agent at the Principal Office office of the Administrative Agent set forth in Section 11.2 in the amount of such Competitive Advance not later than 1:00 p.m. p.m., Massachusetts time, on the date set forth in the Competitive Bid Request. The Administrative Agent shall then promptly make available to the Borrower the aggregate amount of the Competitive Advances made available to the Administrative Agent by crediting such amount in immediately available funds to the account of the Borrower on the books of such office of Administrative Agent.
(lm) The Administrative Agent shall notify Borrower and the Revolving Loan Lenders promptly after any Competitive Advance is made of the amounts and maturity of such Competitive Advances, Advances and the identity of the Revolving Loan Lenders making such Competitive Advances, and the margin over the Adjusted Eurodollar Rate for such Competitive Advances.
(mn) The Competitive Advances made by a Revolving Loan Lender shall be evidenced by that Revolving Loan Lender's Competitive Advance Note.
(no) Each Competitive Advance shall be subject to all of the provisions of this Agreement generally, provided, however, that a Competitive Advance shall not reduce a Revolving Loan Lender's Revolving Loan Commitment or a Revolving Loan Lender's obligation to fund its Revolving Loan Commitment Percentage of any Revolving Loan or to participate in Swingline Loans or Letters of CreditLoan. No Competitive Advance may be prepaid prior to the end of the applicable Interest Period without the prior written consent of the affected Revolving Loan Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (New Plan Excel Realty Trust Inc)
Competitive Advances. (a) For so long as Parkway Properties maintains a Credit Rating of BBB- or better from S&P and Baa3 or better from Xxxxx'x, subject Subject to the terms and conditions hereof, at any time and from time to time from the Effective Closing Date to but excluding through and including the Revolving Loan Termination Maturity Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrower may request and each Revolving Loan Lender may in its sole and absolute discretion make Competitive Advances to Borrower or to any Co-Borrower in Dollars pursuant to Competitive Bids accepted by Borrower or the relevant Co-Borrower in such principal amounts as Borrower or the relevant Co-Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate outstanding principal amount outstanding under Indebtedness evidenced by the Competitive Advance Revolving Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to fifty percent (50%) of the aggregate amount of the Revolving Loan Commitments, and (ii) the aggregate principal amount outstanding under the Notes (other than the Term Notes) (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities being in excess of the aggregate amount Maximum Competitive Outstandings Amount, provided that after giving effect to the making of each Competitive Advance, the sum of the Indebtedness evidenced by the Committed Revolving Loan CommitmentsNotes and the Competitive Revolving Notes plus the Letters of Credit Usage plus the Swing Line Outstandings shall not exceed the then effective Revolving Commitment. Each Competitive Advance made to a Co-Borrower shall be directly used to finance the development, construction or operation of hotel/casino properties owned by that Co-Borrower. No Competitive Advance made by any Revolving Lender shall relieve that Revolving Lender of its Pro Rata Share of the undrawn Revolving Commitment.
(b) Borrower or the relevant Co-Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request Requests to the Administrative Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for of the proposed Competitive AdvanceAdvance and whether the Competitive Bid requested is an Absolute Rate Bid or a LIBOR Margin Bid, or both. Each request shall be Borrower and each Co-Borrower may submit telephonic requests for an advance on the basis of a margin over the Adjusted Eurodollar Rate and shall have a maturity date equal to one of the Interest Periods (subject to the limitations therein.) Competitive Advances. Any Competitive Bid Requests Request made by telephone shall promptly be accompanied confirmed by payment the delivery to Administrative Agent in person or by telecopier of a nonrefundable $1,000 competitive bid request fee for the account of the Agent. Any written Competitive Advance shall be a LIBOR LoanBid Request. The proposed funding date shall be a Business Day. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid Request purportedly made by a Responsible Officer Official of Borrower or Co-Borrower, each of which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Administrative Agent not later than 10:00 a.m. 9:00 a.m., Los Angeles time, on a Business Day that is at least four (4) one Business Day prior to the date of the proposed Competitive Advance if an Absolute Rate Bid is requested; if a LIBOR Margin Bid is requested, it must be received by the Administrative Agent five Business Days prior to the date of the proposed Competitive Advance.
(c) Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, no Competitive Bid Request may be submitted within the five Business Day period following submission of another Competitive Bid Request.
(d) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 10,000,000 and shall be in an integral multiple of $1,000,000.
(de) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than seven (7) 14 days or more than ninety (90) 180 days, or with a maturity date subsequent to the Revolving Loan Termination Maturity Date. The Borrower may request offers to make Competitive Advances for up to four (4) Interest Periods in a single Competitive Bid Request, provided that in no event shall Borrower be permitted to have more than eight (8) different Interest Periods outstanding at any one time with respect to all LIBOR Loans (including Competitive Advances).
(ef) The Administrative Agent shall, promptly after receipt of a Competitive Bid Request, notify the Revolving Lenders thereof by telephone and provide the Revolving Loan Lenders a copy thereof by telecopier. Any Revolving Loan Lender may, by written notice to the AgentAdministrative Agent (with a copy to Borrower and the Co-Borrowers), advise the Administrative Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Administrative Agent shall not notify such Revolving Loan Lender of the Competitive Bid Request.
(fg) Each Revolving Loan Lender receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Revolving Loan Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Administrative Agent not later than 10:00 7:30 a.m. (or, in the case of the Revolving Loan Lender acting as which is also the Administrative Agent, not later than 9:00 7:15 a.m.) Los Angeles time, in the case of a LIBOR Margin Bid, on the date which is three (3) four Business Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the requested Competitive Advance. Any Competitive Bid received by the Administrative Agent after 10:00 7:30 a.m. (or 9:00 7:15 a.m. in the case of the Revolving Loan Lender acting as which is also the Administrative Agent) on such date shall be disregarded for purposes of this Agreement. Any Competitive Bid made by telephone shall promptly be confirmed by the delivery to the Administrative Agent in person or by telecopier of a written Competitive Bid. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid purportedly made by a Responsible Officer Official of a Revolving Loan Lender, each of which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting with respect to that Revolving Loan Lender.
(gh) Each Competitive Bid shall specify the fixed interest rate or the margin over the Adjusted Eurodollar Rate LIBOR, as applicable, for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Revolving Loan Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrower or the relevant Co-Borrower in the Competitive Bid Request, but but, if so, shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a fixed interest rate or a margin over the Adjusted Eurodollar RateLIBOR, is in a form other than as set forth in Exhibit C D or which otherwise contains any term, condition, qualification condition or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Administrative Agent shall, subject to the terms of Section 4.3 and Article V, shall be irrevocable until 12:00 noon 8:30 a.m. Los Angeles time, in the case of a LIBOR Margin Bid, on the date which is two (2) three Business Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrower on or the relevant Co-Borrower prior thereto.
(hi) Promptly after 10:00 7:30 a.m. Los Angeles time, in the case of a LIBOR Margin Bid, on the date which is three (3) four Business Days prior to the date of the proposed Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Advance, the Administrative Agent shall notify Borrower or the relevant Co-Borrower of the names of the Revolving Loan Lenders providing Competitive Bids to the Administrative Agent at or before 10:00 7:30 a.m. on that date (or 9:00 7:15 a.m. in the case of the Revolving Loan Lender acting as which is also the Administrative Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and fixed interest rate or margin over the Adjusted Eurodollar Rate LIBOR set forth by each such Revolving Loan Lender in its Competitive Bid. The Administrative Agent shall promptly confirm such notification in writing delivered in person or by telecopier to Borrower or the relevant Co-Borrower.
(ij) Borrower or the relevant Co-Borrower may, in its sole and absolute discretion, reject any or all of the Competitive Bids. If Borrower or the relevant Co-Borrower accepts any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower), the following shall apply: :
(ia) Borrower or the relevant Co-Borrower must accept all Competitive Absolute Rate Bids at all lower fixed interest rates before accepting any portion of an Absolute Rate Bid at a higher fixed interest rate, (b) Borrower or the relevant Co-Borrower must accept all LIBOR Margin Bids at all lower margins over the Adjusted Eurodollar Rate LIBOR before accepting any portion of a Competitive LIBOR Margin Bid at a higher margin over the Adjusted Eurodollar RateLIBOR, (iic) if two (2) or more Revolving Loan Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then Borrower or the relevant Co-Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Revolving Loan Lender bears to the aggregate Maximum Competitive Advances of all such Revolving Loan Lenders, and (iiid) Borrower and the Co-Borrower may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and . Borrower or the relevant Co-Borrower must accept (ivi) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrower of a Competitive each LIBOR Margin Bid must be made prior to 12:00 noon 8:30 a.m. on the date which is two (2) three Business Days prior to the requested Competitive AdvanceAdvance and (iii) each Absolute Rate Bid prior to 8:30 a.m. on the date of the requested Competitive Advance or shall be deemed to have rejected the offered Competitive Advances. Acceptance of a Competitive Bid by Borrower shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrower) and a Co-Borrower shall be irrevocable upon such notificationcommunication thereof to the Administrative Agent. The Administrative Agent shall promptly notify each of the Revolving Loan Lenders whose Competitive Bid has been accepted by Borrower or the relevant Co-Borrower by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Revolving Loan Lenders. Any Competitive Bid not accepted or rejected by Borrower by 12:00 noon.
(k) In the case of LIBOR Margin Bids, the Administrative Agent shall determine LIBOR on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected.
(j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrower or the relevant Co-Borrower and the Revolving Loan Lenders whose Competitive Bids were accepted by Borrower or the relevant Co-Borrower of such Adjusted Eurodollar RateLIBOR.
(kl) A Revolving Loan Lender whose Competitive Bid has been accepted by Borrower shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, Agreement by making funds immediately available to the Administrative Agent at the Principal Administrative Agent's Office in the amount of such Competitive Advance not later than 1:00 p.m. 12:00 noon, Los Angeles time, on the date set forth in the Competitive Bid Request. The Administrative Agent shall then promptly make available to the Borrower the aggregate amount of credit the Competitive Advances made available to the Agent by crediting such amount Advance in immediately available funds to the account of the Borrower on the books of such office of Agentrelevant Deposit Account.
(lm) The Administrative Agent shall notify Borrower and the Revolving Loan Lenders promptly after any Competitive Advance is made of the amounts and maturity of such Competitive Advances, Advances and the identity of the Revolving Loan Lenders making such Competitive Advances, and the margin over the Adjusted Eurodollar Rate for such Competitive Advances.
(mn) The Competitive Advances made by a each Revolving Loan Lender shall be evidenced by that Revolving Loan Lender's Competitive Advance Revolving Note.
(n) Each Competitive Advance shall be subject to all of the provisions of this Agreement generally, provided, however, that a Competitive Advance shall not reduce a Revolving Loan Lender's Revolving Loan Commitment or a Revolving Loan Lender's obligation to fund its Revolving Loan Commitment Percentage of any Revolving Loan or to participate in Swingline Loans or Letters of Credit. No Competitive Advance may be prepaid prior to the end of the applicable Interest Period without the prior written consent of the affected Revolving Loan Lender.
Appears in 1 contract
Samples: Loan Agreement (MGM Mirage)
