Competitive Bid Loans. (a) In addition to borrowings of Committed Loans described below, at any time prior to the Maturity Date the Borrowers may request the Lenders to make offers to make Competitive Bid Loans to the Borrowers. The Lenders may, but shall have no obligation to, make such offers and the Borrowers may, but shall have no obligation to, accept any such offers in the manner set forth in this Section 2.1. Competitive Bid Loans shall be Absolute Rate Loans, provided that: (i) there may be no more than seven different Interest Periods for both Committed Loans and Competitive Bid Loans combined outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous); and (ii) the aggregate principal amount of all Competitive Bid Loans, together with the sum of the Letter of Credit Liabilities, the aggregate principal amount of all outstanding Committed Loans and Swingline Loans and the total outstandings under ALFA’s commercial paper and variable rate demand note programs shall not exceed the aggregate amount of the Total Revolving Credit Commitment at such time. (b) When the Borrowers wish to request offers to make Competitive Bid Loans, ALFA shall give the Agent (which shall promptly notify the Lenders) notice (a “Competitive Bid Quote Request”) to be received by the Agent not later than 10:00 a.m. Montgomery, Alabama time, on the Business Day next preceding the date of borrowing proposed therein (or such other time and date as ALFA and the Agent, with the consent of the Required Lenders, may approve). ALFA may request offers to make Competitive Bid Loans for not more than two (2) different Interest Periods in a single Competitive Bid Quote Request (for which purpose Interest Periods in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous); provided that the request for each separate Interest Period shall constitute a separate Competitive Bid Quote Request for a separate borrowing (a “Competitive Bid Borrowing”), and there shall not be outstanding at any one time more than three Competitive Bid Borrowings. Each Competitive Bid Quote Request shall be substantially in the form of Schedule 2.1(b) hereto and shall specify as to each Competitive Bid Borrowing: (i) the proposed date of such borrowing, which shall be a Business Day; (ii) the aggregate amount of such Competitive Bid Borrowing, which shall be at least $10,000,000 and in multiples of $1,000,000 but shall not cause the limits specified in Section 2.1(a) hereof to be exceeded; (iii) the duration of the Interest Period applicable thereto; and (iv) the date on which the Competitive Bid Quote is to be submitted (the “Quotation Date”). Except as otherwise provided in this Section 2.1(b), no Competitive Bid Quote Request shall be given within five (5) Business Days (or such other number of days as ALFA and the Agent, with the consent of the Required Lenders, may approve) of any other Competitive Quote Request. (i) Each Lender may submit one or more Competitive Bid Quotes, each containing an offer to make a Competitive Bid Loan in response to any Competitive Bid Quote Request; provided that, if ALFA’s request under Section 2.1(b) hereof specified more than one Interest Period, such Lender may make a single submission containing one or more Competitive Bid Quotes for each such Interest Period. Each Competitive Bid Quote must be submitted to the Agent not later than 10:00 a.m. Montgomery, Alabama time on the Quotation Date (or such other time and date as ALFA and the Agent, with the consent of the Required Lenders, may approve), provided that AmSouth may submit a Competitive Bid Quote only if it notifies ALFA of the terms of the offer contained therein not later than 8:45 a.m. Montgomery, Alabama time on the Quotation Date. Any Competitive Bid Quote so made shall be irrevocable except with the consent of the Agent given on the instructions of the Borrowers. (ii) Each Competitive Bid Quote shall be substantially in the form of Schedule 2.1(c) hereto and shall specify: (A) the proposed date of borrowing and the Interest Period therefor; (B) the principal amount of the Competitive Bid Loan for which each such Competitive Bid Quote is being made, which principal amount shall be at least $10,000,000 (or a larger multiple of $1,000,000); provided that the aggregate principal amount of all Competitive Bid Loans for which a Lender submits Competitive Bid Quotes may not exceed the principal amount of the Competitive Bid Borrowing for a particular Interest Period for which offers were requested; (C) the rate of interest per annum (rounded upwards, if necessary, to the nearest 1/10,000th of 1%) offered for each such Competitive Bid Loan (the “Absolute Rate”); and (D) the identity of the quoting Lender. Unless otherwise agreed by the Agent and ALFA, no Competitive Bid Quote shall contain qualifying, conditional or similar language or propose terms other than or in addition to those set forth in the applicable Competitive Bid Quote Request and, in particular, no Competitive Bid Quote may be conditioned upon acceptance by ALFA of all (or some specified minimum) of the principal amount of the Competitive Bid Loan for which such Competitive Bid Quote is being made. (d) The Agent shall, as promptly as practicable after a Competitive Bid Quote is submitted (but in any event not later than 10:30 a.m. Montgomery, Alabama time on the Quotation Date), notify ALFA of the terms (i) of any Competitive Bid Quote submitted by a Lender that is in accordance with Section 2.1(c) and (ii) of any Competitive Bid Quote that amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote submitted by such Lender with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Agent unless such subsequent Competitive Bid Quote is submitted solely to correct a manifest error in such former Competitive Bid Quote. The Agent’s notice to ALFA shall specify (A) the aggregate principal amount of the Competitive Bid Borrowing for which Competitive Bid Quotes have been received and (B) the respective principal amounts and Absolute Rates, so offered by each Lender (identifying the Lender that made each Competitive Bid Quote). (e) Not later than 11:30 a.m. Montgomery, Alabama time on the Quotation Date (or such other time and date as ALFA and the Agent, with the consent of the Required Lenders, may approve), ALFA shall notify the Agent of its acceptance or nonacceptance of the offers submitted pursuant to Section 2.1(d) hereof (and the failure of ALFA to give such notice by such time shall constitute nonacceptance) and the Agent shall promptly notify each affected Lender. In the case of acceptance, such notice shall specify the aggregate principal amount of offers for each Interest Period that are accepted. ALFA may accept any Competitive Bid Quote in whole or in part (provided that any Competitive Bid Quote accepted in part shall be at least $10,000,000 or a larger multiple of $1,000,000); provided that: (i) the aggregate principal amount of each Competitive Bid Borrowing may not exceed the applicable amount set forth in the related Competitive Bid Quote Request; (ii) the aggregate principal amount of each Competitive Bid Borrowing shall be at least $10,000,000 (or a larger multiple of $1,000,000) but shall not cause the limits specified in Section 2.1(a) hereof to be exceeded; (iii) acceptance of offers may be made only in ascending order of Absolute Rates, in each case beginning with the lowest rate so offered; and (iv) ALFA may not accept any offer where the Agent has correctly advised ALFA that such offer fails to comply with Section 2.1(c) hereof or otherwise fails to comply with the requirements of this Agreement (including Section 2.1(a) hereof). If offers are made by two or more Lenders with the same Absolute Rates for a greater aggregate principal amount than the amount with respect to which offers are accepted for the related Interest Period after the acceptance of all offers, if any, of all lower Absolute Rates, offered by any Lender for such related Interest Period, the principal amount of Competitive Bid Loans with respect to which such offers are accepted shall be allocated by ALFA among such Lenders as nearly as possible (in amounts of at least $1,000,000 or larger multiples of $100,000) in proportion to the aggregate principal amount of such offers. Determinations by ALFA of the amounts of Competitive Bid Loans and the lowest bid after adjustment as provided in Section 2.1(e)(iii) shall be conclusive in the absence of manifest error. (f) Any Lender whose offer to make any Competitive Bid Loan has been accepted shall, not later than noon Montgomery, Alabama time on the date specified for the making of such Competitive Bid Loan, make the amount of such Competitive Bid Loan available to the Agent in immediately available funds for the account of the Borrowers. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrowers on such date by depositing the same in immediately available funds in an account of the Borrowers maintained at the principal office of the Agent.
Appears in 1 contract
Samples: Credit Agreement (Alfa Corp)
Competitive Bid Loans. (a) In addition to borrowings the Revolving Loans made pursuant to §2.1(a) hereof so long as the Borrower maintains ratings from S&P or Xxxxx’x of Committed BBB- or Baa3 or higher, as applicable, subject to the terms and conditions set forth herein, the Borrower may from time to time request Competitive Bid Loans described belowin Dollars pursuant to the terms of this §2.10, provided that (x) at no time shall the aggregate principal amount of Competitive Bid Loans outstanding at any time prior to exceed fifty percent (50%) of the Maturity Date Total Revolving Credit Commitments and (y) the Borrowers may request aggregate principal amount of the Lenders to make offers to make requested Competitive Bid Loans to Loan shall not exceed the Borrowersamount by which the Total Revolving Credit Commitments at such time exceed the Revolving Credit Exposure. The Revolving Lenders may, but shall have no obligation to, make such offers and the Borrowers Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section 2.1. Competitive Bid Loans shall be Absolute Rate Loans, provided that:§2.10.
(ia) there may be no more than seven different Interest Periods for both Committed Loans and Competitive Bid Loans combined outstanding at the same time (for which purpose Interest Periods described in different lettered clauses The obligation of the definition of Borrower to repay the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous); and
(ii) the aggregate outstanding principal amount of any and all Competitive Bid Loans, together with plus interest at the sum of the Letter of Competitive Bid Margin plus the applicable Eurocurrency Rate accrued thereon, shall be evidenced by this Credit LiabilitiesAgreement and by individual loan accounts (the “Competitive Bid Loan Accounts” and individually, a “Competitive Bid Loan Account”) maintained by the aggregate principal amount of all outstanding Committed Loans and Swingline Loans and the total outstandings under ALFA’s commercial paper and variable rate demand note programs shall not exceed the aggregate amount Agent on its books for each of the Total Revolving Credit Commitment at such timeLenders, it being the intention of the parties hereto that the Borrower’s obligations with respect to Competitive Bid Loans are to be evidenced only as stated herein and not by separate promissory notes and shall hereby constitute an absolute promise to pay when due, without notice, demand, presentment or setoff.
(b) The Borrower irrevocably authorizes the Agent to make or cause to be made, in connection with a Borrowing Date of any Competitive Bid Loan or at the time of receipt of any payment of principal on the applicable Revolving Lender’s Competitive Bid Loan Account an appropriate notation, reflecting the making of the Competitive Bid Loan or the receipt of such payment. The outstanding amount of the Competitive Bid Loans set forth on the Agent’s records, as applicable, shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount shall not limit or otherwise affect the obligations of the Borrower hereunder to make payments of principal of or interest on any Competitive Bid Loan when due.
(c) When the Borrowers wish Borrower wishes to request offers to make Competitive Bid LoansLoans under this §2.10, ALFA it shall give transmit to the Agent (which shall promptly notify by email or facsimile a Competitive Bid Quote Request substantially in the Lenders) notice form of Exhibit H hereto (a “Competitive Bid Quote Request”) so as to be received by the Agent not no later than 10:00 11:00 a.m. Montgomeryfour (4) Business Days prior to the requested Borrowing Date, Alabama timespecifying:
(A) the requested Borrowing Date (which must be a Business Day);
(B) the aggregate amount of such Competitive Bid Loans, on which shall be $3,000,000 or a larger multiple of $1,000,000; and
(C) the Business Day next preceding the date of borrowing proposed therein (or such other time Type and date as ALFA and the Agent, with the consent duration of the Required LendersInterest Period applicable thereto, may approve)subject to the provisions of the definition of Interest Period. ALFA The Borrower may request offers to make Competitive Bid Loans for not more than two (2) different one Interest Periods Period and/or more than one Borrowing Date in a single Competitive Bid Quote Request (for which purpose Interest Periods in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous); provided that the request for each separate Interest Period shall constitute a separate Competitive Bid Quote Request for a separate borrowing (a “Competitive Bid Borrowing”), and there shall not be outstanding at any one time more than three Competitive Bid BorrowingsRequest. Each Competitive Bid Quote Request shall be substantially in the form of Schedule 2.1(b) hereto and shall specify as to each Competitive Bid Borrowing:
(i) the proposed date of such borrowing, which shall be a Business Day;
(ii) the aggregate amount of such Competitive Bid Borrowing, which shall be at least $10,000,000 and in multiples of $1,000,000 but shall not cause the limits specified in Section 2.1(a) hereof to be exceeded;
(iii) the duration of the Interest Period applicable thereto; and
(iv) the date on which the Competitive Bid Quote is to be submitted (the “Quotation Date”). Except as otherwise provided in this Section 2.1(b), no No new Competitive Bid Quote Request shall be given within five (5) Business Days (until the Borrower has notified the Agent of its acceptance or such other number of days as ALFA and the Agent, with the consent non-acceptance of the Required Lenders, may approve) of Competitive Bid Quotes relating to any other outstanding Competitive Bid Quote Request.
(id) Promptly upon receipt of a Competitive Bid Quote Request, the Agent shall send to the Lenders by telecopy or facsimile transmission an Invitation for Competitive Bid Quotes substantially in the form of Exhibit I hereto, which shall constitute an invitation by the Borrower to each Lender to submit Competitive Bid Quotes in accordance with this §2.10.
(e) Each Lender may may, but shall be under no obligation to, submit one or more a Competitive Bid Quotes, each Quote containing an offer or offers to make a Competitive Bid Loan Loans in response to any Competitive Bid Quote Request; provided that, if ALFA’s request under Section 2.1(b) hereof specified more than one Interest Period, such Lender may make a single submission containing one or more Competitive Bid Quotes for each such Interest Period. Each Competitive Bid Quote must comply with the requirements of this §2.10(e) and must be submitted to the Agent by facsimile (or electronic mail to the address specified in Exhibit J) transmission not later than 10:00 a.m. Montgomery, Alabama time on the Quotation Date (or such other time and date as ALFA and third Business Day prior to the Agent, with the consent of the Required Lenders, may approve)proposed Borrowing Date, provided that AmSouth Competitive Bid Quotes may submit be submitted by the Agent in its capacity as a Lender only if it submits its Competitive Bid Quote to the Borrower not later than one hour prior to the deadline for the other Lenders. Competitive Bid Loans to be funded pursuant to a Competitive Bid Quote only if it notifies ALFA may, as provided in §18(h), be funded by a Lender’s Designated Bank. A Lender making a Competitive Bid Quote may, but shall not be required to, specify in its Competitive Bid Quote whether the related Competitive Bid Loans are intended to be funded by such Lender’s Designated Bank, as provided in §18(h). Subject to the provisions of the terms of the offer contained therein not later than 8:45 a.m. Montgomery§§10 and 11 hereof, Alabama time on the Quotation Date. Any any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Agent given on the instructions of the BorrowersBorrower.
(iif) Each Competitive Bid Quote shall be in substantially in the form of Schedule 2.1(c) Exhibit J hereto and shall in any case specify:
(Ai) the proposed date of borrowing and the Interest Period thereforBorrowing Date(s);
(Bii) the principal amount of the Competitive Bid Loan for which each such Competitive Bid Quote proposal is being made, which principal amount shall (w) may be at least greater than or less than the Commitment of the quoting Lender, (x) must be $10,000,000 (1,000,000 or a larger multiple of $1,000,000); provided that 500,000, (y) may not exceed the aggregate principal amount of all Competitive Bid Loans for which a Lender submits Competitive Bid Quotes offers were requested and (z) may not exceed be subject to an aggregate limitation as to the principal amount of the Competitive Bid Borrowing for a particular Interest Period Loans for which offers were requestedbeing made by such quoting Lender may be accepted;
(Ciii) the rate of interest per annum Interest Periods for which Competitive Bid Quotes are being submitted;
(rounded upwardsiv) the margin above or below the applicable Eurocurrency Rate (the “Competitive Bid Margin”) offered for each such Competitive Bid Loan, if necessary, expressed as a percentage (specified to the nearest 1/10,000th of 1%) offered for each to be added to or subtracted from such Competitive Bid Loan (the “Absolute Eurocurrency Rate”); and
(Dv) the identity of the quoting Lender. Unless otherwise agreed A Competitive Bid Quote may include up to five (5) separate offers by the Agent and ALFA, no quoting Lender with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes.
(g) Any Competitive Bid Quote shall contain be disregarded if it:
(i) is not substantially in the form of Exhibit J hereto;
(ii) contains qualifying, conditional or similar language or propose language;
(iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quote Request and, Quotes; or
(iv) arrives after the time set forth in particular, no Competitive Bid Quote may be conditioned upon acceptance by ALFA of all (or some specified minimum§2.10(e) of the principal amount of the Competitive Bid Loan for which such Competitive Bid Quote is being madehereof.
(dh) The Agent shall, as shall promptly as practicable after a Competitive Bid Quote is submitted (but in any event not later than 10:30 a.m. Montgomery, Alabama time on notify the Quotation Date), notify ALFA Borrower of the terms (ia) of any Competitive Bid Quote submitted by a Lender that is in accordance with Section 2.1(c§2.10(e) and (iib) of any Competitive Bid Quote that amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote submitted by such Lender with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Agent unless such subsequent Competitive Bid Quote is submitted solely to correct a manifest error in such former Competitive Bid QuoteQuote and was received by the Agent within the time period required in §2.10(e) for receipt of Competitive Bid Quotes. The Agent’s notice to ALFA the Borrower shall specify (Ai) the aggregate principal amount of the Competitive Bid Borrowing Loans for which Competitive Bid Quotes offers have been received for each Interest Period specified in the related Competitive Bid Quote Request, and (Bii) the respective principal amounts and Absolute Rates, so offered by each Lender (identifying the Lender that made each Competitive Bid Quote)Margins so offered, and the identity of the respective Lenders submitting such offers.
(ei) Not later than 11:30 a.m. Montgomery, Alabama time 4:00 p.m. on the Quotation Date (or such other time and date as ALFA and third Business Day prior to the Agentproposed Borrowing Date, with the consent of the Required Lenders, may approve), ALFA Borrower shall notify the Agent of its acceptance or nonacceptance non-acceptance of each Competitive Bid Quote in substantially the offers submitted pursuant to Section 2.1(d) hereof (and the failure form of ALFA to give such notice by such time shall constitute nonacceptance) and the Agent shall promptly notify each affected LenderExhibit K hereto. In the case of acceptance, such notice shall specify the aggregate principal amount of offers for each Interest Period that are accepted. ALFA The Borrower may accept any Competitive Bid Quote in whole or in part (provided that any Competitive Bid Quote accepted in part shall be at least $10,000,000 or a larger multiple of $1,000,000)part; provided that:
(i) the aggregate principal amount of each Competitive Bid Borrowing Loan may not exceed the applicable amount set forth in the related Competitive Bid Quote RequestRequest so long as the Borrower’s written notice of acceptance expressly states that the Borrower has accepted quotes in excess of the requested amount;
(ii) acceptance of offers may only be generally made on the aggregate principal amount basis of each ascending Competitive Bid Borrowing shall be at least $10,000,000 (or a larger multiple of $1,000,000) but shall not cause Margins with the limits specified in Section 2.1(a) hereof to be exceeded;same terms, and
(iii) acceptance of offers may be made only in ascending order of Absolute Rates, in each case beginning with the lowest rate so offered; and
(iv) ALFA Borrower may not accept any offer where the Agent has correctly advised ALFA that such offer fails to comply with Section 2.1(cis described in §2.10(g) hereof or that otherwise fails to comply with the requirements of this Agreement Agreement. The Agent shall promptly notify each Lender which submitted a Competitive Bid Quote of the Borrower’s acceptance or non-acceptance thereof. A Lender who is notified that it has been selected to make a Competitive Bid Loan may designate its Designated Bank (including Section 2.1(aif any) hereofto fund such Competitive Bid Loan on its behalf, as described in §18(h). Any Designated Bank which funds a Competitive Bid Loan shall on and after the time of such funding become the obligee in respect of such Competitive Bid Loan and be entitled to receive payment thereof when due. At the request of any Lender which submitted a Competitive Bid Quote, the Agent will promptly notify all Lenders which submitted Competitive Bid Quotes of the aggregate principal amount of, and the range of Competitive Bid Margins of, the accepted Competitive Bid Loans for each requested Interest Period.
(j) If offers are made by two (2) or more Lenders with the same Absolute Rates Competitive Bid Margin for a greater aggregate principal amount than the amount with in respect to of which offers are accepted for the related Interest Period after the acceptance of all offers, if any, of all lower Absolute Rates, offered by any Lender for such related Interest Period, the principal amount of Competitive Bid Loans with in respect to of which such offers at such Competitive Bid Margin are accepted shall be allocated by ALFA the Borrower among such Lenders as nearly as possible (in amounts of at least such multiples, not less than $1,000,000 or larger multiples of $100,0001,000,000, as the Borrower may deem appropriate) in proportion to the aggregate principal amount amounts of such offers. Determinations Determination by ALFA the Agent of the amounts of Competitive Bid Loans and the lowest bid after adjustment as provided in Section 2.1(e)(iii) shall be conclusive in the absence of manifest error.
(fk) Any Lender whose offer If, on or prior to make the Borrowing Date of any Competitive Bid Loan has been accepted shall, not later than noon Montgomery, Alabama time on the date specified for the making of such Competitive Bid Loan, the Total Revolving Credit Commitment has not terminated in full and if, on such Borrowing Date, the applicable conditions of §§10 and 11 hereof are satisfied, the Lender or Lenders whose offers the Borrower has accepted will fund each Competitive Bid Loan so accepted. Not later than 1:00 p.m. on such Borrowing Date, each such Lender or Lenders or Designated Bank will make available to the Agent, at the Agent’s Head Office for Dollar-denominated payments, in immediately available funds, the amount of such Lender’s Competitive Bid Loan Loans. Upon receipt from each such Lender of such amount, the Agent will make available to the Borrower the aggregate amount of such Loans made available to the Agent in immediately available funds by the Lenders.
(l) The principal of each Competitive Bid Loan shall become absolutely due and payable by the Borrower on the last day of the Interest Period relating thereto, and the Borrower hereby absolutely and unconditionally promises to pay to the Agent for the account of the Borrowersrelevant Lenders at or before 1:00 p.m. on the last day of the Interest Periods relating thereto the principal amount of all such Competitive Bid Loans, plus interest thereon at the sum of the applicable Competitive Bid Margin specified in the applicable Competitive Bid Quotes plus the applicable Eurocurrency Rate. The amount so received by Interest on the Agent shall, subject Competitive Bid Loans shall be payable in arrears on each Interest Payment Date. Subject to the terms and conditions of this Credit Agreement, be made available the Borrower may make Competitive Bid Quote Requests with respect to new borrowings of any amounts so repaid prior to the Borrowers on such date by depositing the same in immediately available funds in an account Revolving Credit Maturity Date. The provisions of the Borrowers maintained at the principal office of the Agent§2.6 shall not apply to Competitive Bid Loans.
Appears in 1 contract
Samples: Credit Agreement (Liberty Property Limited Partnership)
Competitive Bid Loans. (a) In addition to borrowings of Committed Loans described belowRevolving Credit Loans, at any time prior to the Maturity Revolving Credit Termination Date the Borrowers may and provided no Default or Event of Default exists hereunder, Greenfield may, as set forth in this Section 2.02, request the Lenders to make offers to make Competitive Bid Loans to the BorrowersGreenfield in Dollars. The Lenders may, but shall have no obligation to, make such offers and the Borrowers Greenfield may, but shall have no obligation to, accept any such offers in the manner set forth in this Section 2.12.02. Competitive Bid Loans shall be Absolute Rate Loans, provided that:
(i) there There may be no more than seven thirteen (13) different Interest Periods for both Committed Revolving Credit Loans and Competitive Bid Loans combined outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term “Interest Period” for each Eurodollar Loan and each Competitive Bid Loan shall be deemed to be different Interest Periods even if they are coterminous); and
(ii) the . The aggregate principal amount of all outstanding Competitive Bid Loans, together with the sum of the Letter of Credit Liabilities, the aggregate principal amount Dollar Value of all outstanding Committed Loans and Swingline Loans and the total outstandings under ALFA’s commercial paper and variable rate demand note programs other Outstanding Credit Obligations, shall not exceed the aggregate amount of the Total Revolving Credit Commitment at such any time.
(b) When the Borrowers wish Greenfield wishes to request offers to make Competitive Bid Loans, ALFA it shall give the Agent (which shall promptly notify the Lenders) notice (a “"Competitive Bid Quote Request”") to be received by the Agent not no later than 10:00 11:00 a.m. MontgomeryCharlotte, Alabama time, North Carolina time on the Business Day next preceding the date of borrowing proposed therein (or such other time and date as ALFA Greenfield and the Agent, with the consent of the Required Lenders, may approveagree). ALFA Greenfield may request offers to make Competitive Bid Loans for not more than two up to three (23) different Interest Periods in a single Competitive Bid Quote Request (for which purpose Interest Periods in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous)notice; provided that the request for each separate Interest Period shall constitute be deemed to be a separate Competitive Bid Quote Request for a separate borrowing (a “"Competitive Bid Borrowing”), ") and there shall not be outstanding at any one time more than three four (4) Competitive Bid Borrowings. Each such Competitive Bid Quote Request shall be substantially in the form of Schedule 2.1(b) hereto and shall specify as to each Competitive Bid Borrowing:Exhibit J attached
(i) the proposed date of such borrowing, which shall be a Business Day;
(ii) the aggregate amount of such Competitive Bid Borrowing, which shall be at least $10,000,000 and 5,000,000 (or in multiples increments of $1,000,000 in excess thereof) but shall not cause the limits specified in Section 2.1(a2.02
(a) hereof to be exceededviolated;
(iii) the duration of the Interest Period or Interest Periods applicable thereto; and
(iv) the date on which the Competitive Bid Quote is Quotes are to be submitted if it is before the proposed date of borrowing (the “date on which such Competitive Bid Quotes are to be submitted is called the "Quotation Date”"). Except as otherwise provided in this Section 2.1(b2.02(b), no Competitive Bid Quote Request shall be given within five (5) Business Days (or such other number of days as ALFA Greenfield and the Agent, with the consent of the Required Lenders, may approveagree) of any other Competitive Bid Quote Request.
(i) Each Lender may submit one or more Competitive Bid Quotes, each containing an offer to make a Competitive Bid Loan in response to any Competitive Bid Quote Request; provided that, if ALFA’s Greenfield's request under Section 2.1(b2.02(b) hereof specified more than one Interest Period, such Lender may make a single submission containing one or more Competitive Bid Quotes for each such Interest Period. Each Competitive Bid Quote must be submitted to the Agent not later than 10:00 a.m. MontgomeryCharlotte, Alabama North Carolina time on the Quotation Date (or such other time and date as ALFA Greenfield and the Agent, with the consent of the Required Lenders, may approve), agree) provided that AmSouth may submit a any Competitive Bid Quote may be submitted by NationsBank (or its Applicable Lending Office) only if it NationsBank (or such Applicable Lending Office) notifies ALFA Greenfield of the terms of the offer contained therein not later than 8:45 9:45 a.m. MontgomeryCharlotte, Alabama North Carolina time on the Quotation Date. Any Subject to Articles IV, V and IX hereof, any Competitive Bid Quote so made shall be irrevocable except with the consent of the Agent given on the instructions of the BorrowersGreenfield.
(ii) Each Competitive Bid Quote shall be substantially in the form of Schedule 2.1(c) Exhibit K attached hereto and incorporated herein by reference and shall specify:
(A) the proposed date of borrowing and the Interest Period therefor;
(B) the principal amount of the Competitive Bid Loan for which each such Competitive Bid Quote is being made, which principal amount shall be at least $10,000,000 (or a larger multiple of $1,000,000); provided that the aggregate principal amount of all Competitive Bid Loans for which a Lender submits Competitive Bid Quotes may not exceed the principal amount of the Competitive Bid Borrowing for a particular Interest Period for which offers were requested;
(C) the rate of interest per annum (rounded upwards, if necessary, to the nearest 1/10,000th of 1%) offered for each such Competitive Bid Loan (the “Absolute Rate”); and
(D) the identity of the quoting Lender. Unless otherwise agreed by the Agent and ALFA, no Competitive Bid Quote shall contain qualifying, conditional or similar language or propose terms other than or in addition to those set forth in the applicable Competitive Bid Quote Request and, in particular, no Competitive Bid Quote may be conditioned upon acceptance by ALFA of all (or some specified minimum) of the principal amount of the Competitive Bid Loan for which such Competitive Bid Quote is being made.
(d) The Agent shall, as promptly as practicable after a Competitive Bid Quote is submitted (but in any event not later than 10:30 a.m. Montgomery, Alabama time on the Quotation Date), notify ALFA of the terms (i) of any Competitive Bid Quote submitted by a Lender that is in accordance with Section 2.1(c) and (ii) of any Competitive Bid Quote that amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote submitted by such Lender with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Agent unless such subsequent Competitive Bid Quote is submitted solely to correct a manifest error in such former Competitive Bid Quote. The Agent’s notice to ALFA shall specify (A) the aggregate principal amount of the Competitive Bid Borrowing for which Competitive Bid Quotes have been received and (B) the respective principal amounts and Absolute Rates, so offered by each Lender (identifying the Lender that made each Competitive Bid Quote).
(e) Not later than 11:30 a.m. Montgomery, Alabama time on the Quotation Date (or such other time and date as ALFA and the Agent, with the consent of the Required Lenders, may approve), ALFA shall notify the Agent of its acceptance or nonacceptance of the offers submitted pursuant to Section 2.1(d) hereof (and the failure of ALFA to give such notice by such time shall constitute nonacceptance) and the Agent shall promptly notify each affected Lender. In the case of acceptance, such notice shall specify the aggregate principal amount of offers for each Interest Period that are accepted. ALFA may accept any Competitive Bid Quote in whole or in part (provided that any Competitive Bid Quote accepted in part shall be at least $10,000,000 or a larger multiple of $1,000,000); provided that:
(i) the aggregate principal amount of each Competitive Bid Borrowing may not exceed the applicable amount set forth in the related Competitive Bid Quote Request;
(ii) the aggregate principal amount of each Competitive Bid Borrowing shall be at least $10,000,000 (or a larger multiple of $1,000,000) but shall not cause the limits specified in Section 2.1(a) hereof to be exceeded;
(iii) acceptance of offers may be made only in ascending order of Absolute Rates, in each case beginning with the lowest rate so offered; and
(iv) ALFA may not accept any offer where the Agent has correctly advised ALFA that such offer fails to comply with Section 2.1(c) hereof or otherwise fails to comply with the requirements of this Agreement (including Section 2.1(a) hereof). If offers are made by two or more Lenders with the same Absolute Rates for a greater aggregate principal amount than the amount with respect to which offers are accepted for the related Interest Period after the acceptance of all offers, if any, of all lower Absolute Rates, offered by any Lender for such related Interest Period, the principal amount of Competitive Bid Loans with respect to which such offers are accepted shall be allocated by ALFA among such Lenders as nearly as possible (in amounts of at least $1,000,000 or larger multiples of $100,000) in proportion to the aggregate principal amount of such offers. Determinations by ALFA of the amounts of Competitive Bid Loans and the lowest bid after adjustment as provided in Section 2.1(e)(iii) shall be conclusive in the absence of manifest error.
(f) Any Lender whose offer to make any Competitive Bid Loan has been accepted shall, not later than noon Montgomery, Alabama time on the date specified for the making of such Competitive Bid Loan, make the amount of such Competitive Bid Loan available to the Agent in immediately available funds for the account of the Borrowers. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrowers on such date by depositing the same in immediately available funds in an account of the Borrowers maintained at the principal office of the Agent.
Appears in 1 contract
Samples: Credit Facilities and Reimbursement Agreement (Greenfield Industries Inc /De/)
Competitive Bid Loans. (a) In addition to borrowings of Committed Loans described belowRevolving Credit Loans, at any time prior to the Maturity Revolving Credit Termination Date the Borrowers may Borrower may, as set forth in this Section 2.03, request the Lenders to make offers to make Competitive Bid Loans to the BorrowersBorrower in Dollars. The Lenders may, but shall have no obligation to, make such offers and the Borrowers Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section 2.12.03. The making of a Competitive Bid Loans Loan by any Lender shall be Absolute Rate Loans, provided that:
(i) there may be no more than seven different Interest Periods for both Committed Loans and not reduce such Lender's available Revolving Credit Commitment except as a result of such Competitive Bid Loans combined outstanding at Loan reducing the same time (for which purpose Interest Periods described in different lettered clauses of availability under the definition of the term “Interest Period” shall be deemed Total Revolving Credit Commitment. Immediately after giving effect to be different Interest Periods even if they are coterminous); and
(ii) the aggregate principal amount of all each Competitive Bid LoansLoan, together with the sum of the Letter of Revolving Credit Liabilities, the aggregate principal amount of all outstanding Committed Loans and Swingline Loans and the total outstandings under ALFA’s commercial paper and variable rate demand note programs Outstandings shall not exceed the aggregate amount of the Total Revolving Credit Commitment at Commitment. Each Competitive Bid Loan may be repaid only on the last day of the Interest Period with respect thereto unless such timepayment is accompanied by the additional payment, if any, required by Section 4.05.
(b) When the Borrowers wish Borrower wishes to request offers from Lenders to make Competitive Bid Loans, ALFA it shall give the Agent (which shall promptly notify the Lenders) notice (a “"Competitive Bid Quote Request”") to be received by the Agent not no later than 10:00 a.m. Montgomery, Alabama time, A.M. on the Business Day next immediately preceding the date of borrowing proposed therein (or such other time and date as ALFA the Borrower and the Agent, with the consent of the Required Lenders, may approveagree). ALFA The Borrower may request offers from Lenders to make Competitive Bid Loans for not more than two up to four (24) different Interest Periods in a single Competitive Bid Quote Request (for which purpose Interest Periods in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous)notice; provided that the request for each separate Interest Period shall constitute be deemed to be a separate Competitive Bid Quote Request for a separate borrowing (a “"Competitive Bid Borrowing”), and there shall not be outstanding at any ") of one time or more than three Competitive Bid BorrowingsLoans from the Lenders. Each such Competitive Bid Quote Request shall be substantially in the form of Schedule 2.1(b) Exhibit D hereto and shall specify as to each Competitive Bid Borrowing:
: (i) the proposed date of such borrowingCompetitive Bid Borrowing, which shall be a Business Day;
; (ii) the aggregate amount of such Competitive Bid Borrowing, which shall be at least $10,000,000 and in multiples 5,000,000 (or a larger multiple of $1,000,000 1,000,000) but shall not cause the limits specified in Section 2.1(a2.03(a) hereof to be exceeded;
violated; (iii) the duration of the Interest Period applicable thereto; and
and (iv) the date on which the Competitive Bid Quote is Quotes are to be submitted if it is before the proposed date of borrowing (the “date on which such Competitive Bid Quotes are to be submitted is called the "Quotation Date”"). Except as otherwise provided in this Section 2.1(b2.03(b), no Competitive Bid Quote Request shall be given within five (5) Business Days (or such other number of days as ALFA the Borrower and the Agent, with the consent of the Required Lenders, may approveagree) of any other Competitive Bid Quote Request.
(i) Each Lender may submit one or more Competitive Bid Quotes, each containing an offer to make a Competitive Bid Loan Loan, in response to any Competitive Bid Quote Request; provided that, if ALFA’s the Borrower's request under Section 2.1(b2.03(b) hereof specified specifies more than one Interest Period, such Lender may make a single submission containing one or more Competitive Bid Quotes for each such Interest Period. Each Competitive Bid Quote must be submitted to the Agent not later than 10:00 a.m. MontgomeryA.M. Charlotte, Alabama North Carolina time on the Quotation Date (or such other time and date as ALFA the Borrower and the Agent, with the consent of the Required Lenders, may approveagree; the Agent shall promptly notify all Lenders of such other agreed upon time and date); provided, provided that AmSouth may submit a any Competitive Bid Quote may be submitted by the Agent (or its Applicable Lending Office) only if it the Agent (or such Applicable Lending Office) notifies ALFA the Borrower of the terms of the offer contained therein not later than 8:45 a.m. Montgomery9:45 A.M. (or 15 minutes prior to such other agreed upon time) Charlotte, Alabama North Carolina time on the Quotation Date. Any Subject to the express provisions of this Agreement, any Competitive Bid Quote so made shall be irrevocable except with the consent of the Agent given on at the instructions instruction of the BorrowersBorrower.
(ii) Each Competitive Bid Quote shall be substantially in the form of Schedule 2.1(c) Exhibit F hereto and shall specify:
: (A) the proposed date of borrowing and the Interest Period therefor;
; (B) the principal amount of the Competitive Bid Loan for which each such Competitive Bid Quote offer is being made, which principal amount shall be at least $10,000,000 1,000,000 (or a larger multiple of $1,000,000); provided that (x) the aggregate principal amount of all Competitive Bid Loans for which a Lender submits Competitive Bid Quotes in response to a Competitive Bid Quote Request may not exceed the principal amount of the Competitive Bid Borrowing for a particular the Interest Period for which offers were requested;
, and (y) the limits specified in Section 2.03(a) shall not be exceeded; (C) the rate of interest per annum (rounded upwards, if necessary, to the nearest 1/10,000th of 1%) offered for each such Competitive Bid Loan (the “"Absolute Rate”"); and
and (D) the identity of the quoting Lender. Unless otherwise agreed by the Agent and ALFAthe Borrower, no Competitive Bid Quote shall contain qualifying, conditional or similar language or propose terms other than or in addition to those set forth in the applicable Competitive Bid Quote Request Request, and, in particular, no Competitive Bid Quote may be conditioned upon acceptance by ALFA the Borrower of all (or some specified minimum) of the principal amount of the Competitive Bid Loan for which such Competitive Bid Quote is being made.
(d) The Agent shall, as promptly as practicable after a the Competitive Bid Quote is submitted (but in any event not later than 10:30 a.m. MontgomeryA.M. Charlotte, Alabama North Carolina time on the Quotation Date), notify ALFA the Borrower of the terms (i) of any Competitive Bid Quote submitted by a Lender that is in accordance with Section 2.1(c2.03(c) and (ii) of any Competitive Bid Quote that amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote submitted by such Lender with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Agent unless such subsequent Competitive Bid Quote is submitted solely to correct a manifest error in such former Competitive Bid Quote. The Agent’s 's notice to ALFA the Borrower shall specify (A) the aggregate principal amount of the Competitive Bid Borrowing Loans for which Competitive Bid Quotes have been received and (B) the respective principal amounts and Absolute Rates, Rates so offered by each Lender (identifying the Lender that made each Competitive Bid Quote).
(e) Not later than 11:30 a.m. Montgomery11:00 A.M. Charlotte, Alabama North Carolina time on the Quotation Date (or such other time and date as ALFA the Borrower and the Agent, with the consent of the Required Lenders, may approveagree), ALFA the Borrower shall notify the Agent of its acceptance or nonacceptance of the offers submitted Competitive Bid Quotes so notified to it pursuant to Section 2.1(d2.03(d) hereof (and the failure of ALFA the Borrower to give such notice by such time shall constitute nonacceptance) and the Agent shall promptly notify each affected Lender. In the case of acceptance, such notice shall specify the aggregate principal amount of offers Competitive Bid Quotes for each Interest Period that are accepted. ALFA The Borrower may accept any Competitive Bid Quote in whole or in part (provided that any Competitive Bid Quote accepted in part shall be at least $10,000,000 1,000,000 or a larger multiple of $1,000,000); provided that:
: (i) the aggregate principal amount of each Competitive Bid Borrowing may not exceed the applicable amount set forth in the related Competitive Bid Quote Request;
; (ii) the aggregate principal amount of each Competitive Bid Borrowing shall be at least $10,000,000 5,000,000 (or a larger multiple of $1,000,000) but shall not cause the limits specified in Section 2.1(a2.03(a) hereof to be exceeded;
violated; (iii) acceptance of offers Competitive Bid Quotes may be made only in ascending order of Absolute Rates, in each case beginning with the lowest rate so offered; and
and (iv) ALFA the Borrower may not accept any offer Competitive Bid Quote where the Agent has correctly advised ALFA the Borrower that such offer fails to comply with Section 2.1(c2.03(c)(ii) hereof or otherwise fails to comply with the requirements of this Agreement (including including, without limitation, Section 2.1(a) hereof2.03(a)). If offers Competitive Bid Quotes are made by two or more Lenders with the same Absolute Rates Rates, for a greater an aggregate principal amount that is greater than the amount with in respect to of which offers Competitive Bid Quotes are accepted for the related Interest Period (after taking into account the acceptance of all offersCompetitive Bid Quotes with lower Absolute Rates, if any, of all lower Absolute Rates, offered by any Lender for such related Interest Period), then the principal amount of Competitive Bid Loans with in respect to of which such offers Competitive Bid Quotes are accepted shall be allocated by ALFA the Borrower among such Lenders as nearly as possible (in amounts of at least $1,000,000 or larger multiples of $100,0001,000,000) in proportion to the aggregate principal amount of such offersCompetitive Bid Quotes. Determinations by ALFA the Borrower of the amounts of Competitive Bid Loans and the lowest bid after adjustment Absolute Rates as provided in Section 2.1(e)(iii2.03(e)(iii) shall be conclusive in the absence of manifest error.
(f) Any Lender whose offer to make any Competitive Bid Loan Quote has been accepted in accordance with Section 2.03(e) shall, not later than noon Montgomery1:00 P.M. Charlotte, Alabama North Carolina time on the date specified for the making of such Competitive Bid Loan, make the amount of such Competitive Bid Loan as accepted by the Borrower available to the Agent at the Principal Office in Dollars and in immediately available funds funds, for the account of the BorrowersBorrower. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrowers Borrower on such date by depositing the same same, in Dollars and in immediately available funds funds, in an account of the Borrowers maintained at Borrower's Account or otherwise as shall be directed by the principal office of the AgentBorrower.
Appears in 1 contract
Samples: Credit Agreement (Proffitts Inc)
Competitive Bid Loans. (a) In addition to borrowings of Committed Loans described belowRevolving Loans, at any time prior to the Maturity Revolving Credit Termination Date and provided that no Default or Event of Default has occurred and is continuing, the Borrowers may Borrower may, as set forth in this SECTION 2.2, request the Lenders to make offers to make Competitive Bid Loans to the BorrowersBorrower in Dollars or in an Alternative Currency. The Lenders may, but shall have no obligation to, make such offers and the Borrowers Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section 2.1offers. Competitive Bid Loans shall be Absolute Rate Loans, provided that:
. Immediately after giving effect to each Competitive Bid Loan (i) there may be no more than seven different Interest Periods for both Committed Loans the aggregate Dollar Equivalent Amount of Outstandings shall not exceed the then applicable Total Revolving Credit Commitment and Competitive Bid Loans combined outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous); and
(ii) the aggregate principal amount Dollar Equivalent Amount of all Competitive Bid Loans, together with the sum of the Letter of Credit Liabilities, the aggregate principal amount of all outstanding Committed Loans and Swingline Loans and the total outstandings under ALFA’s commercial paper and variable rate demand note programs Outstandings in Alternative Currencies shall not exceed the aggregate amount of the Total Revolving Credit Commitment at such timeAlternative Currency Sublimit.
(b) When the Borrowers wish Borrower wishes to request offers to make Competitive Bid Loans, ALFA it shall give the Agent (which shall promptly notify the Lenders) notice (a “"Competitive Bid Quote Request”") to be received by the Agent not no later than 10:00 a.m. Montgomery(i) in the case of Competitive Bid Loans requested in an Alternative Currency, Alabama time10:30 A.M. on the date that is at least three (3) Business Days prior to the date of such proposed borrowing and (ii) in the case of Competitive Bid Loans requested in Dollars, 1:00 P.M. on the Business Day next immediately preceding the date of borrowing proposed therein (or such other time and date as ALFA the Borrower and the Agent, with the consent of the Required Lenders, may approveagree). ALFA The Borrower may request offers from the Lenders to make Competitive Bid Loans for not more than two (2) different one Interest Periods Period in a single Competitive Bid Quote Request (for which purpose Interest Periods in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous)notice; provided PROVIDED that the request for each separate Interest Period shall constitute be deemed to be a separate Competitive Bid Quote Request for a separate borrowing (a “"Competitive Bid Borrowing”), and there shall not be outstanding at any ") of one time or more than three Competitive Bid BorrowingsLoans from the Lenders. Each such Competitive Bid Quote Request shall be substantially in the form of Schedule 2.1(b) EXHIBIT I hereto and shall specify as to each Competitive Bid Borrowing:
(i) the proposed date of such borrowingCompetitive Bid Borrowing, which shall be a Business Day;
(ii) the aggregate amount of such Competitive Bid Borrowing, which shall be at least $10,000,000 and 15,000,000 (or the Dollar Equivalent Amount thereof in multiples any Alternative Currency) or a larger integral multiple of $1,000,000 (or the Dollar Equivalent Amount thereof in any Alternative Currency) but shall not cause the limits specified in Section 2.1(aSECTION 2.2(a) hereof to be exceeded;violated; 37
(iii) the duration of the Interest Period applicable thereto; and;
(iv) the requested Alternative Currency if the Competitive Bid Borrowing is in an Alternative Currency; and
(v) if the Borrower would like Competitive Bid Quotes submitted for a proposed Competitive Bid Borrowing in Dollars prior to the date of such Competitive Bid Borrowing, the time and date on which the such Competitive Bid Quote is Quotes are to be submitted (the “Quotation Date”). submitted; Except as otherwise provided in this Section 2.1(bSECTION 2.2(b), no Competitive Bid Quote Request shall be given within five (5) Business Days (or such other number of days as ALFA the Borrower and the Agent, with the consent of the Required Lenders, may approveagree) of any other Competitive Bid Quote Request.
(i) Each Lender may submit one or more Competitive Bid Quotes, each containing an offer to make a Competitive Bid Loan in response to any Competitive Bid Quote Request; provided PROVIDED, that, if ALFA’s the Borrower's request under Section 2.1(bSECTION 2.2(b) hereof specified specifies more than one Interest Period, such Lender may make a single submission containing one or more Competitive Bid Quotes for each such Interest Period. Each Competitive Bid Quote must be submitted to the Agent not later than 10:00 a.m. Montgomery(x) in the case of a proposed Competitive Bid Borrowing in an Alternative Currency, Alabama time 9:30 A.M. on the Quotation Date date that is at least two (2) Business Days prior to the date of such proposed Competitive Bid Borrowing, (y) in the case of a proposed Competitive Bid Borrowing in Dollars, 10:00 A.M. on the date of such proposed Competitive Bid Borrowing or such earlier date as the Borrower may set forth in the Competitive Bid Quote Request or (z) such other time and date as ALFA the Borrower and the Agent, with the consent of the Required Lenders, may approveagree and the Agent shall promptly notify all Lenders of such other agreed upon time and date (the date on which such Competitive Bid Quotes are to be submitted is called the "Quotation Date"); PROVIDED, provided that AmSouth may submit a any Competitive Bid Quote may be submitted by the Agent (or its Applicable Lending Office) only if it the Agent (or such Applicable Lending Office) notifies ALFA the Borrower of the terms of the offer contained therein not later than 8:45 a.m. Montgomery, Alabama time 9:15 A.M. (or 15 minutes prior to such other agreed upon time) on the Quotation DateDate in the case of Competitive Bid Loans requested in Dollars and 9:45 A.M. (or 15 minutes prior to such other agreed upon time) on the Quotation Date in the case of Competitive Bid Loans requested in an Alternative Currency . Any Subject to the express provisions of this Agreement, any Competitive Bid Quote so made shall be irrevocable except with the consent of the Agent given on at the instructions instruction of the Borrowers.Borrower. 38
(ii) Each Competitive Bid Quote shall be substantially in the form of Schedule 2.1(c) hereto EXHIBIT J and shall specify:
(A) the proposed date of borrowing and the Interest Period therefor;
(B) the principal amount of the Competitive Bid Loan for which each such Competitive Bid Quote offer is being made, which principal amount shall be at least $10,000,000 15,000,000 (or the Dollar Equivalent Amount thereof in any Alternative Currency) or a larger multiple of $1,000,0001,000,000 (or the Dollar Equivalent Amount thereof in any Alternative Currency); provided PROVIDED, that the aggregate principal amount of all Competitive Bid Loans for which a Lender submits Competitive Bid Quotes may not exceed the principal amount of the Competitive Bid Borrowing for a particular Interest Period for which offers were requested;
(C) the rate of interest per annum (rounded upwards, if necessary, to the nearest 1/10,000th of 1%) offered for each such Competitive Bid Loan (the “"Absolute Rate”"); and
(D) the identity of the quoting Lender. Unless otherwise agreed by the Agent and ALFAthe Borrower, no Competitive Bid Quote shall contain qualifying, conditional or similar language or propose terms other than or in addition to those set forth in the applicable Competitive Bid Quote Request and, in particular, no Competitive Bid Quote may be conditioned upon acceptance by ALFA the Borrower of all (or some specified minimum) of the principal amount of the Competitive Bid Loan for which such Competitive Bid Quote is being made.
(d) The Agent shall, as promptly as practicable after a the Competitive Bid Quote is submitted (but in any event not later than 10:30 a.m. Montgomery, Alabama time 9:30 A.M. (or thirty minutes after such other agreed upon time) on the Quotation Date)Date in the case of Competitive Bid Loans requested in Dollars and 10:00 A.M. (or thirty minutes after such other agreed upon time) on the Quotation Date in the case of Competitive Bid Loans requested in an Alternative Currency, notify ALFA the Borrower of the terms (i) of any Competitive Bid Quote submitted by a Lender that is in accordance with Section 2.1(cSECTION 2.2(c) and (ii) of any Competitive Bid Quote that amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote submitted by such Lender with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Agent unless such subsequent Competitive 39 Bid Quote is submitted solely to correct a manifest error in such former Competitive Bid Quote. The Agent’s 's notice to ALFA the Borrower shall specify (A) the aggregate principal amount of the Competitive Bid Borrowing Loans for which Competitive Bid Quotes have been received and (B) the respective principal amounts and Absolute Rates, Rates so offered by each Lender (identifying the Lender that made each Competitive Bid Quote).
(e) Not later than 11:30 a.m. Montgomery, Alabama time 10:00 A.M. (or thirty minutes after the Agent has provided the notice required by SECTION 2.2(d)) on the Quotation Date for Competitive Bid Loans requested in Dollars and 11:00 A.M. (or such other time and date as ALFA and thirty minutes after the AgentAgent has provided the notice required by SECTION 2.2(d)) on the Quotation Date for Competitive Bid Loans requested in an Alternative Currency, with the consent of the Required Lenders, may approve), ALFA Borrower shall notify the Agent of its acceptance or nonacceptance of the offers submitted Competitive Bid Quotes so notified to it pursuant to Section 2.1(dSECTION 2.2(d) hereof (and the failure of ALFA the Borrower to give such notice by such time shall constitute nonacceptance) and the Agent shall promptly notify each affected Lender. In the case of acceptance, such notice shall specify the aggregate principal amount of offers Competitive Bid Quotes for each Interest Period that are accepted. ALFA The Borrower may accept any Competitive Bid Quote in whole or in part (provided that any Competitive Bid Quote accepted in part shall be at least $10,000,000 or a larger multiple of $1,000,000)part; provided PROVIDED that:
(i) the aggregate principal amount of each Competitive Bid Borrowing may not exceed the applicable amount set forth in the related Competitive Bid Quote Request;
(ii) the aggregate principal amount of each Competitive Bid Borrowing shall be at least $10,000,000 15,000,000 (or the Dollar Equivalent Amount thereof in any Alternative Currency) or a larger multiple of $1,000,0001,000,000 (or the Dollar Equivalent Amount thereof in any Alternative Currency) but shall not cause the limits specified in Section 2.1(aSECTION 2.2(a) hereof to be exceededviolated;
(iii) acceptance of offers Competitive Bid Quotes may be made only in ascending order of Absolute Rates, in each case beginning with the lowest rate so offered; and
(iv) ALFA the Borrower may not accept any offer where the Agent has correctly advised ALFA the Borrower that such offer fails to comply with Section 2.1(cSECTION 2.2(c)(ii) hereof or otherwise fails to comply with the requirements of this Agreement (including Section 2.1(a) hereofincluding, without limitation, SECTION 2.2(a)). If offers Competitive Bid Quotes are made by two or more Lenders with the same Absolute Rates Rates, for a greater an aggregate principal amount that is greater than the amount with in respect to of which offers Competitive Bid Quotes are accepted for the related Interest Period (after taking 40 into account the acceptance of all offersCompetitive Bid Quotes with lower Absolute Rates, if any, of all lower Absolute Rates, offered by any Lender for such related Interest Period), then the principal amount of the Competitive Bid Loans with in respect to of which such offers Competitive Bid Quotes are accepted shall be allocated by ALFA the Borrower among such Lenders as nearly as possible (in amounts of at least $1,000,000 or larger multiples of $100,000the Dollar Equivalent Amount thereof in any Alternative Currency) in proportion to the aggregate principal amount of such offersCompetitive Bid Quotes. Determinations by ALFA the Borrower of the amounts of Competitive Bid Loans and the lowest bid after adjustment as provided in Section 2.1(e)(iiiSECTION 2.2(e)(iii) shall be conclusive in the absence of manifest error.
(fi) Any In the case of Competitive Bid Loans in Dollars, not later than 1:00 P.M. on the date specified for any Competitive Bid Loan, any Lender whose offer to make any such Competitive Bid Loan has been accepted shall, not later than noon Montgomery, Alabama time on the date specified for the making of such Competitive Bid Loan, shall make the amount of such Competitive Bid Loan available to the Agent at the Principal Office in Dollars and in immediately available funds funds, for the account of the BorrowersBorrower. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrowers Borrower on such date by depositing the same same, in Dollars and in immediately available funds funds, in an account of the Borrowers Borrower maintained at the principal office of Principal Office or otherwise as shall be directed by an Authorized Representative and reasonably acceptable to the Agent.
(ii) In the case of Competitive Bid Loans in an Alternative Currency, not later than 10:00 A.M. on the date specified for any Competitive Bid Loan, any Lender whose offer to make such Competitive Bid Loan has been accepted shall make the amount of such Loan available to the Borrower at the Funding Bank, to the account of the applicable Competitive Bid Lender with the Funding Bank. The amount so received by the Funding Bank shall, subject to the terms and conditions of the Loan Documents and upon instruction from the Agent to the Funding Bank on the same day or immediately preceding day but no later than 10:00 A.M., be made available to the Borrower by delivery of the Alternative Currency Equivalent Amount to the Borrower's account with the Funding Bank.
Appears in 1 contract
Samples: Credit Agreement (V F Corp /Pa/)
Competitive Bid Loans. (a) In addition to borrowings of Committed Loans described belowRevolving Credit Loans, at any time prior to the Maturity Revolving Credit Termination Date and provided no Default or Event of Default exists hereunder, the Borrowers may Borrower may, as set forth in this Section 2.5, request the Revolving Credit Lenders to make offers to make Competitive Bid Loans to the BorrowersBorrower in Dollars. The Revolving Credit Lenders may, but shall have no obligation to, make such offers and the Borrowers Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section 2.12.5. Competitive Bid Loans shall be Absolute Rate Loans, provided that:
(i) there There may be no more than seven different ten (10) Interest Periods Periods, and no more than one (1) one-week Interest Periods, for both Committed all Revolving Credit Loans and Competitive Bid Loans combined outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term “Interest Period” for each EurodollarTerm Benchmark Revolving Credit Loan and each Competitive Bid Loan shall be deemed to be different Interest Periods even if they are coterminous); and
(ii) the . The aggregate principal amount of all Competitive Bid Loans, together with Outstanding Revolving Credit Obligations shall not exceed the sum of the Letter of Total Revolving Credit Liabilities, the Commitment at any time. The aggregate principal amount of all outstanding Committed Competitive Bid Loans and Swingline Loans and the total outstandings under ALFA’s commercial paper and variable rate demand note programs shall not exceed the aggregate amount one hundred percent (100%) of the Total Revolving Credit Commitment at such any time.
(b) When the Borrowers wish Borrower wishes to request offers to make Competitive Bid Loans, ALFA it shall give the Administrative Agent (which shall promptly notify and the Lenders) Revolving Credit Lenders notice (a “Competitive Bid Quote Request”) to be received by the Agent not no later than 10:00 a.m. Montgomery, Alabama time, 12:00 Noon on (A) the fourth Business Day next preceding prior to the date of borrowing proposed therein therein, in the case of a Competitive Bid Quote Request for Competitive Bid Loans at the EurodollarTerm Benchmark Competitive Rate or (or B) the Business Day prior to the date of borrowing proposed therein, in the case of a Competitive Bid Quote Request for Competitive Bid Loans at the Absolute Rate (or, in any such case, such other time and date as ALFA the Borrower and the Agent, with the consent of the Required Lenders, Administrative Agent may approveagree). ALFA The Borrower may request offers to make Competitive Bid Loans for not more than two up to three (23) different Interest Periods in a single Competitive Bid Quote Request (for which purpose Interest Periods in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous)notice; provided that the request for each separate Interest Period shall constitute be deemed to be a separate Competitive Bid Quote Request for a separate borrowing (a “Competitive Bid Borrowing”), ) and there shall not be outstanding at any one time more than three four (4) Competitive Bid Borrowings. Each such Competitive Bid Quote Request shall be substantially in the form of Schedule 2.1(b) Exhibit G attached hereto and shall specify as to each Competitive Bid Borrowing:
(i) the proposed date of such borrowing, which shall be a Business Day;
(ii) the aggregate amount of such Competitive Bid Borrowing, which shall be at least $10,000,000 and (or in multiples increments of $1,000,000 in excess thereof) but shall not cause the limits specified in Section 2.1(a2.5(a) hereof to be exceededviolated;
(iii) the duration of the Interest Period applicable thereto;
(iv) whether the Competitive Bid Quote Request for a particular Interest Period is seeking quotes for Competitive Bid Loans at the Absolute Rate or the EurodollarTerm Benchmark Competitive Rate;
(v) whether the Borrower shall have the right to prepay a requested Competitive Bid Loan; and
(ivvi) the date on which the Competitive Bid Quote is Quotes are to be submitted if it is before the proposed date of borrowing (the date on which such Competitive Bid Quotes are to be submitted is called the “Quotation Date”). Except as otherwise provided in this Section 2.1(b2.5(b), no more than two (2) Competitive Bid Quote Request Requests shall be given within five (5) Business Days (or such other number of days as ALFA the Borrower and the Agent, with the consent of the Required Lenders, Administrative Agent may approveagree) of any other Competitive Bid Quote Request.
(i) Each Revolving Credit Lender may submit one or more Competitive Bid Quotes, each containing an offer to make a Competitive Bid Loan in response to any Competitive Bid Quote Request; provided that, if ALFAthe Borrower’s request under Section 2.1(b2.5(b) hereof specified more than one Interest Period, such Lender may make a single submission containing one or more Competitive Bid Quotes for each such Interest Period. Each Competitive Bid Quote must be submitted to the Agent Borrower not later than 10:00 a.m. Montgomery9:30 A.M. on (A) the third Business Day prior to the proposed date of borrowing, Alabama time on in the case of a Competitive Bid Quote Request for Competitive Bid Loans at the EurodollarTerm Benchmark Competitive Rate or (B) the Quotation Date Date, in the case of a Competitive Bid Quote Request for Competitive Bid Loans at the Absolute Rate (or or, in any such case, such other time and date as ALFA the Borrower and the Agent, with the consent of the Required Lenders, Administrative Agent may approveagree) provided that if JPMorgan Chase Bank is receiving quotes as provided in Section 2.5(g), provided that AmSouth may submit a any Competitive Bid Quote may be submitted by JPMorgan Chase Bank (or its applicable Lending Office) only if it JPMorgan Chase Bank (or such applicable Lending Office) notifies ALFA the Borrower of the terms of the offer contained therein not later than 8:45 a.m. Montgomery, Alabama time 9:15 A.M. on the Quotation Date. Any Competitive Bid Quote so made shall be irrevocable except with the consent of the Administrative Agent given on the instructions of the BorrowersBorrower.
(ii) Each Competitive Bid Quote shall be substantially in the form of Schedule 2.1(c) Exhibit H attached hereto and shall specify:
(A) the proposed date of borrowing and the Interest Period therefor;
(B) the principal amount of the Competitive Bid Loan for which each such Competitive Bid Quote offer is being made, which principal amount shall be at least $10,000,000 5,000,000 (or a larger multiple in increments of $1,000,0001,000,000 in excess thereof); provided that the aggregate principal amount of all Competitive Bid Loans for which a Lender submits Competitive Bid Quotes may not exceed the principal amount of the Competitive Bid Borrowing for a particular Interest Period for which offers were requested;
(C) in the case of a Competitive Bid Quote for Competitive Bid Loans at an Absolute Rate, the rate of interest per annum (rounded upwards, if necessary, to the nearest 1/10,000th of 1%) offered for each such Competitive Bid Loan (the “Absolute Rate”);
(D) in the case of a Competitive Bid Quote for Competitive Bid Loans at the EurodollarTerm Benchmark Competitive Rate, the positive or negative margin to be added to or deducted from the Interbank OfferedAdjusted Term SOFR Rate; and
(DE) the identity of the quoting LenderLendxx. Unless Xnless otherwise agreed by the Administrative Agent and ALFAthe Borrower, no Competitive Bid Quote shall contain qualifying, conditional or similar language or propose terms other than or in addition to those set forth in the applicable Competitive Bid Quote Request and, in particular, no Competitive Bid Quote may be conditioned upon acceptance by ALFA the Borrower of all (or some specified minimum) of the principal amount of the Competitive Bid Loan for which such Competitive Bid Quote is being made.
(d) The Agent shall, as promptly as practicable after a Competitive Bid Quote is submitted (but in any event not later than 10:30 a.m. Montgomery, Alabama time on the Quotation Date), notify ALFA of the terms (i) of any . Any subsequent Competitive Bid Quote submitted by a Revolving Credit Lender that is in accordance with Section 2.1(c) and (ii) of any Competitive Bid Quote that amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote submitted by such Lender with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote Request shall be disregarded by the Agent Borrower unless such subsequent Competitive Bid Quote is submitted solely to correct a manifest error in such former Competitive Bid Quote. .
(d) The Agent’s notice to ALFA Borrower shall specify as promptly as practicable after the Competitive Bid Quote is submitted (but in any event not later than 12:00 Noon on (A) in the case of a Competitive Bid Loan at an Absolute Rate, the Quotation Date (or such other time and date as the Borrower and the Administrative Agent may agree) or (B) in the case of a Competitive Bid Loan at a EurodollarTerm Benchmark Competitive Rate, the third Business Day prior to the proposed date of borrowing) notify the Administrative Agent and Revolving Credit Lenders of (x) the aggregate principal amount of the Competitive Bid Borrowing for which Competitive Bid Quotes have been received and as well as the ranges of bids submitted for each Interest Period requested, (By) the respective principal amounts and Absolute Rates or EurodollarTerm Benchmark Competitive Rates, as the case may be, so offered by each Revolving Credit Lender (identifying the Lender that made each Competitive Bid Quote).
, and (ez) Not later than 11:30 a.m. Montgomery, Alabama time on the Quotation Date (or such other time and date as ALFA and the Agent, with the consent of the Required Lenders, may approve), ALFA shall notify the Agent of its acceptance or nonacceptance of the offers submitted pursuant to Section 2.1(d) hereof (and the failure of ALFA to give such notice by such time shall constitute nonacceptance) and the Agent shall promptly notify each affected LenderCompetitive Bid Quotes. In the case of acceptance, such notice shall specify the aggregate principal amount of offers for each Interest Period that are accepted. ALFA The Borrower may accept any Competitive Bid Quote in whole or in part (provided that any Competitive Bid Quote accepted in part shall be at least $10,000,000 5,000,000 or a larger multiple in increments of $1,000,0001,000,000 in excess thereof); provided that:
(i) the aggregate principal amount of each Competitive Bid Borrowing may not exceed the applicable amount set forth in the related Competitive Bid Quote Request;
(ii) the aggregate principal amount of each Competitive Bid Borrowing shall be at least $10,000,000 5,000,000 (or a larger multiple an increment of $1,000,0001,000,000 in excess thereof) but shall not cause the limits specified in Section 2.1(a2.5(a) hereof to be exceededviolated;
(iii) except as provided below, acceptance of offers Competitive Bid Quotes for any Interest Period may be made only in ascending order of Absolute Rates or EurodollarTerm Benchmark Competitive Rates, in each as the case may be, beginning with the lowest rate so offered; and
(iv) ALFA the Borrower may not accept any offer Competitive Bid Quote where the Agent has correctly advised ALFA that such offer Competitive Bid Quote fails to comply with Section 2.1(c2.5(c)(ii) hereof or otherwise fails to comply with the requirements of this Agreement (including including, without limitation, Section 2.1(a2.5(a) hereof). Any of the conditions above notwithstanding, the Borrower may, in its sole discretion, accept a Competitive Bid Quote that does not contain the lowest Absolute Rate or EurodollarTerm Benchmark Competitive Rates, as the case may be, where acceptance of the Competitive Bid Quote containing the lowest Absolute Rate or EurodollarTerm Benchmark Competitive Rate, as the case may be, would be less favorable to the Borrower or would cause the principal amount of Outstanding Revolving Credit Obligations to exceed the Total Revolving Credit Commitment. If offers Competitive Bid Quotes are made by two or more Revolving Credit Lenders with the same Absolute Rates or EurodollarTerm Benchmark Competitive Rates, as the case may be, for a greater aggregate principal amount than the amount with in respect to of which offers Competitive Bid Quotes are accepted for the related Interest Period after the acceptance of all offersCompetitive Bid Quotes, if any, of all lower Absolute Rates or EurodollarTerm Benchmark Competitive Rates, as the case may be, offered by any Revolving Credit Lender for such related Interest Period, the principal amount of Competitive Bid Loans with in respect to of which such offers Competitive Bid Quotes are accepted shall be allocated by ALFA the Borrower among such Lenders as nearly as possible (in amounts of at least $1,000,000 or larger multiples in increments of $100,000100,000 in excess thereof) in proportion to the aggregate principal amount of such offersCompetitive Bid Quotes. Determinations by ALFA the Borrower of the amounts of Competitive Bid Loans and the lowest bid after adjustment as provided in Section 2.1(e)(iii2.5(d)(iii) shall be conclusive in the absence of manifest error.
(fe) Any Revolving Credit Lender whose offer to make any Competitive Bid Loan has been accepted shall, not later than noon Montgomery, Alabama time 1:00 P.M. on the date specified for the making of such Competitive Bid Loan, make the amount of such Competitive Bid Loan available to the Agent Borrower as shall be directed by the Authorized Representative in Dollars and in immediately available funds funds.
(f) From time to time, the Borrower shall furnish such information to the Administrative Agent as the Administrative Agent may request relating to the making of Competitive Bid Loans, including the amounts, interest rates, dates of borrowings and maturities thereof.
(g) The Borrower may request the Administrative Agent to receive the Competitive Bid Quotes, in which event the Administrative Agent shall (A) in the case of a Competitive Bid Loan at the Absolute Rate, as promptly as practicable after the Competitive Bid Quote is submitted (but in no event later than 10:00 A.M. on the Quotation Date) or (B) in the case of a Competitive Bid Loan at the EurodollarTerm Benchmark Competitive Rate, by 10:00 A.M. on the date a Competitive Quote is submitted, notify the Borrower of the terms of any Competitive Bid Quote submitted by a Revolving Credit Lender that is in accordance with Section 2.5(c) hereof. The Administrative Agent’s notice to the Borrower shall specify (A) the aggregate principal amount of the Competitive Bid Borrowing for which Competitive Bid Quotes have been received and (B) the respective principal amounts and Absolute Rates or EurodollarTerm Benchmark Competitive Rate, as the case may be, offered by each Revolving Credit Lender (identifying the Lender that made each Competitive Bid Quote). Not later than 12:00 Noon on (A) the third Business Day prior to the proposed date of borrowing, in the case of Competitive Bid Loans at the EurodollarTerm Benchmark Competitive Rate or (B) the Quotation Date (or, in any such case, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of their acceptance or nonacceptance of the Competitive Bid Quotes so notified to it (and the failure of the Borrower to give such notice by such time shall constitute nonacceptance) and the Administrative Agent shall promptly notify each affected Lender. Together with each notice of a request for Competitive Bid Quotes which the Borrower requires the Administrative Agent to issue pursuant to this paragraph (g), the Borrower shall pay to the Administrative Agent for the account of the Borrowers. The amount so received by the Administrative Agent shall, subject to the terms and conditions a bid administration fee of this Agreement, be made available to the Borrowers on such date by depositing the same in immediately available funds in an account of the Borrowers maintained at the principal office of the Agent$1,500.
Appears in 1 contract
Samples: Credit Agreement (Autonation, Inc.)
Competitive Bid Loans. (a) In addition to borrowings of Committed Loans described belowRevolving Credit Loans, at any time prior to the Maturity Revolving Credit Termination Date and provided no Default or Event of Default exists hereunder, the Borrowers may Borrower may, as set forth in this Section 2.5, request the Revolving Credit Lenders to make offers to make Competitive Bid Loans to the BorrowersBorrower in Dollars. The Revolving Credit Lenders may, but shall have no obligation to, make such offers and the Borrowers Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section 2.12.5. Competitive Bid Loans shall be Absolute Rate Loans, provided that:
(i) there There may be no more than seven different ten (10) Interest Periods Periods, and no more than one
(1) one-week Interest Periods, for both Committed all Revolving Credit Loans and Competitive Bid Loans combined outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term “Interest Period” for each Eurodollar Revolving Credit Loan and each Competitive Bid Loan shall be deemed to be different Interest Periods even if they are coterminous); and
(ii) the . The aggregate principal amount of all Competitive Bid Loans, together with Outstanding Revolving Credit Obligations shall not exceed the sum of the Letter of Total Revolving Credit Liabilities, the Commitment at any time. The aggregate principal amount of all outstanding Committed Competitive Bid Loans and Swingline Loans and the total outstandings under ALFA’s commercial paper and variable rate demand note programs shall not exceed the aggregate amount one hundred percent (100%) of the Total Revolving Credit Commitment at such any time.
(b) When the Borrowers wish Borrower wishes to request offers to make Competitive Bid Loans, ALFA it shall give the Administrative Agent (which shall promptly notify and the Lenders) Revolving Credit Lenders notice (a “Competitive Bid Quote Request”) to be received by the Agent not no later than 10:00 a.m. Montgomery, Alabama time, 12:00 Noon on (A) the fourth Business Day next preceding prior to the date of borrowing proposed therein therein, in the case of a Competitive Bid Quote Request for Competitive Bid Loans at the Eurodollar Competitive Rate or (or B) the Business Day prior to the date of borrowing proposed therein, in the case of a Competitive Bid Quote Request for Competitive Bid Loans at the Absolute Rate (or, in any such case, such other time and date as ALFA the Borrower and the Agent, with the consent of the Required Lenders, Administrative Agent may approveagree). ALFA The Borrower may request offers to make Competitive Bid Loans for not more than two up to three (23) different Interest Periods in a single Competitive Bid Quote Request (for which purpose Interest Periods in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous)notice; provided that the request for each separate Interest Period shall constitute be deemed to be a separate Competitive Bid Quote Request for a separate borrowing (a “Competitive Bid Borrowing”), ) and there shall not be outstanding at any one time more than three four (4) Competitive Bid Borrowings. Each such Competitive Bid Quote Request shall be substantially in the form of Schedule 2.1(b) Exhibit G attached hereto and shall specify as to each Competitive Bid Borrowing:
(i) the proposed date of such borrowing, which shall be a Business Day;
(ii) the aggregate amount of such Competitive Bid Borrowing, which shall be at least $10,000,000 and (or in multiples increments of $1,000,000 in excess thereof) but shall not cause the limits specified in Section 2.1(a2.5(a) hereof to be exceededviolated;
(iii) the duration of the Interest Period applicable thereto;
(iv) whether the Competitive Bid Quote Request for a particular Interest Period is seeking quotes for Competitive Bid Loans at the Absolute Rate or the Eurodollar Competitive Rate;
(v) whether the Borrower shall have the right to prepay a requested Competitive Bid Loan; and
(ivvi) the date on which the Competitive Bid Quote is Quotes are to be submitted if it is before the proposed date of borrowing (the date on which such Competitive Bid Quotes are to be submitted is called the “Quotation Date”). Except as otherwise provided in this Section 2.1(b2.5(b), no more than two (2) Competitive Bid Quote Request Requests shall be given within five (5) Business Days (or such other number of days as ALFA the Borrower and the Agent, with the consent of the Required Lenders, Administrative Agent may approveagree) of any other Competitive Bid Quote Request.
(i) Each Revolving Credit Lender may submit one or more Competitive Bid Quotes, each containing an offer to make a Competitive Bid Loan in response to any Competitive Bid Quote Request; provided that, if ALFAthe Borrower’s request under Section 2.1(b2.5(b) hereof specified more than one Interest Period, such Lender may make a single submission containing one or more Competitive Bid Quotes for each such Interest Period. Each Competitive Bid Quote must be submitted to the Agent Borrower not later than 10:00 a.m. Montgomery9:30 A.M. on (A) the third Business Day prior to the proposed date of borrowing, Alabama time on in the case of a Competitive Bid Quote Request for Competitive Bid Loans at the Eurodollar Competitive Rate or (B) the Quotation Date Date, in the case of a Competitive Bid Quote Request for Competitive Bid Loans at the Absolute Rate (or or, in any such case, such other time and date as ALFA the Borrower and the Agent, with the consent of the Required Lenders, Administrative Agent may approveagree) provided that if JPMorgan Chase Bank is receiving quotes as provided in Section 2.5(g), provided that AmSouth may submit a any Competitive Bid Quote may be submitted by JPMorgan Chase Bank (or its applicable Lending Office) only if it JPMorgan Chase Bank (or such applicable Lending Office) notifies ALFA the Borrower of the terms of the offer contained therein not later than 8:45 a.m. Montgomery, Alabama time 9:15 A.M. on the Quotation Date. Any Competitive Bid Quote so made shall be irrevocable except with the consent of the Administrative Agent given on the instructions of the BorrowersBorrower.
(ii) Each Competitive Bid Quote shall be substantially in the form of Schedule 2.1(c) Exhibit H attached hereto and shall specify:
(A) the proposed date of borrowing and the Interest Period therefor;
(B) the principal amount of the Competitive Bid Loan for which each such Competitive Bid Quote offer is being made, which principal amount shall be at least $10,000,000 5,000,000 (or a larger multiple in increments of $1,000,0001,000,000 in excess thereof); provided that the aggregate principal amount of all Competitive Bid Loans for which a Lender submits Competitive Bid Quotes may not exceed the principal amount of the Competitive Bid Borrowing for a particular Interest Period for which offers were requested;
(C) in the case of a Competitive Bid Quote for Competitive Bid Loans at an Absolute Rate, the rate of interest per annum (rounded upwards, if necessary, to the nearest 1/10,000th of 1%) offered for each such Competitive Bid Loan (the “Absolute Rate”);
(D) in the case of a Competitive Bid Quote for Competitive Bid Loans at the Eurodollar Competitive Rate, the positive or negative margin to be added to or deducted from the Interbank Offered Rate; and
(DE) the identity of the quoting Lender. Unless otherwise agreed by the Administrative Agent and ALFAthe Borrower, no Competitive Bid Quote shall contain qualifying, conditional or similar language or propose terms other than or in addition to those set forth in the applicable Competitive Bid Quote Request and, in particular, no Competitive Bid Quote may be conditioned upon acceptance by ALFA the Borrower of all (or some specified minimum) of the principal amount of the Competitive Bid Loan for which such Competitive Bid Quote is being made.
(d) The Agent shall, as promptly as practicable after a Competitive Bid Quote is submitted (but in any event not later than 10:30 a.m. Montgomery, Alabama time on the Quotation Date), notify ALFA of the terms (i) of any . Any subsequent Competitive Bid Quote submitted by a Revolving Credit Lender that is in accordance with Section 2.1(c) and (ii) of any Competitive Bid Quote that amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote submitted by such Lender with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote Request shall be disregarded by the Agent Borrower unless such subsequent Competitive Bid Quote is submitted solely to correct a manifest error in such former Competitive Bid Quote. .
(d) The Agent’s notice to ALFA Borrower shall specify as promptly as practicable after the Competitive Bid Quote is submitted (but in any event not later than 12:00 Noon on (A) in the case of a Competitive Bid Loan at an Absolute Rate, the Quotation Date (or such other time and date as the Borrower and the Administrative Agent may agree) or (B) in the case of a Competitive Bid Loan at a Eurodollar Competitive Rate, the third Business Day prior to the proposed date of borrowing) notify the Administrative Agent and Revolving Credit Lenders of (x) the aggregate principal amount of the Competitive Bid Borrowing for which Competitive Bid Quotes have been received and as well as the ranges of bids submitted for each Interest Period requested, (By) the respective principal amounts and Absolute Rates or Eurodollar Competitive Rates, as the case may be, so offered by each Revolving Credit Lender (identifying the Lender that made each Competitive Bid Quote).
, and (ez) Not later than 11:30 a.m. Montgomery, Alabama time on the Quotation Date (or such other time and date as ALFA and the Agent, with the consent of the Required Lenders, may approve), ALFA shall notify the Agent of its acceptance or nonacceptance of the offers submitted pursuant to Section 2.1(d) hereof (and the failure of ALFA to give such notice by such time shall constitute nonacceptance) and the Agent shall promptly notify each affected LenderCompetitive Bid Quotes. In the case of acceptance, such notice shall specify the aggregate principal amount of offers for each Interest Period that are accepted. ALFA The Borrower may accept any Competitive Bid Quote in whole or in part (provided that any Competitive Bid Quote accepted in part shall be at least $10,000,000 5,000,000 or a larger multiple in increments of $1,000,0001,000,000 in excess thereof); provided that:
(i) the aggregate principal amount of each Competitive Bid Borrowing may not exceed the applicable amount set forth in the related Competitive Bid Quote Request;
(ii) the aggregate principal amount of each Competitive Bid Borrowing shall be at least $10,000,000 5,000,000 (or a larger multiple an increment of $1,000,0001,000,000 in excess thereof) but shall not cause the limits specified in Section 2.1(a2.5(a) hereof to be exceededviolated;
(iii) except as provided below, acceptance of offers Competitive Bid Quotes for any Interest Period may be made only in ascending order of Absolute Rates or Eurodollar Competitive Rates, in each as the case may be, beginning with the lowest rate so offered; and
(iv) ALFA the Borrower may not accept any offer Competitive Bid Quote where the Agent has correctly advised ALFA that such offer Competitive Bid Quote fails to comply with Section 2.1(c2.5(c)(ii) hereof or otherwise fails to comply with the requirements of this Agreement (including including, without limitation, Section 2.1(a2.5(a) hereof). Any of the conditions above notwithstanding, the Borrower may, in its sole discretion, accept a Competitive Bid Quote that does not contain the lowest Absolute Rate or Eurodollar Competitive Rates, as the case may be, where acceptance of the Competitive Bid Quote containing the lowest Absolute Rate or Eurodollar Competitive Rate, as the case may be, would be less favorable to the Borrower or would cause the principal amount of Outstanding Revolving Credit Obligations to exceed the Total Revolving Credit Commitment. If offers Competitive Bid Quotes are made by two or more Revolving Credit Lenders with the same Absolute Rates or Eurodollar Competitive Rates, as the case may be, for a greater aggregate principal amount than the amount with in respect to of which offers Competitive Bid Quotes are accepted for the related Interest Period after the acceptance of all offersCompetitive Bid Quotes, if any, of all lower Absolute Rates or Eurodollar Competitive Rates, as the case may be, offered by any Revolving Credit Lender for such related Interest Period, the principal amount of Competitive Bid Loans with in respect to of which such offers Competitive Bid Quotes are accepted shall be allocated by ALFA the Borrower among such Lenders as nearly as possible (in amounts of at least $1,000,000 or larger multiples in increments of $100,000100,000 in excess thereof) in proportion to the aggregate principal amount of such offersCompetitive Bid Quotes. Determinations by ALFA the Borrower of the amounts of Competitive Bid Loans and the lowest bid after adjustment as provided in Section 2.1(e)(iii2.5(d)(iii) shall be conclusive in the absence of manifest error.
(fe) Any Revolving Credit Lender whose offer to make any Competitive Bid Loan has been accepted shall, not later than noon Montgomery, Alabama time 1:00 P.M. on the date specified for the making of such Competitive Bid Loan, make the amount of such Competitive Bid Loan available to the Agent Borrower as shall be directed by the Authorized Representative in Dollars and in immediately available funds funds.
(f) From time to time, the Borrower shall furnish such information to the Administrative Agent as the Administrative Agent may request relating to the making of Competitive Bid Loans, including the amounts, interest rates, dates of borrowings and maturities thereof.
(g) The Borrower may request the Administrative Agent to receive the Competitive Bid Quotes, in which event the Administrative Agent shall (A) in the case of a Competitive Bid Loan at the Absolute Rate, as promptly as practicable after the Competitive Bid Quote is submitted (but in no event later than 10:00 A.M. on the Quotation Date) or (B) in the case of a Competitive Bid Loan at the Eurodollar Competitive Rate, by 10:00 A.M. on the date a Competitive Quote is submitted, notify the Borrower of the terms of any Competitive Bid Quote submitted by a Revolving Credit Lender that is in accordance with Section 2.5(c) hereof. The Administrative Agent’s notice to the Borrower shall specify (A) the aggregate principal amount of the Competitive Bid Borrowing for which Competitive Bid Quotes have been received and (B) the respective principal amounts and Absolute Rates or Eurodollar Competitive Rate, as the case may be, offered by each Revolving Credit Lender (identifying the Lender that made each Competitive Bid Quote). Not later than 12:00 Noon on (A) the third Business Day prior to the proposed date of borrowing, in the case of Competitive Bid Loans at the Eurodollar Competitive Rate or (B) the Quotation Date (or, in any such case, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of their acceptance or nonacceptance of the Competitive Bid Quotes so notified to it (and the failure of the Borrower to give such notice by such time shall constitute nonacceptance) and the Administrative Agent shall promptly notify each affected Lender. Together with each notice of a request for Competitive Bid Quotes which the Borrower requires the Administrative Agent to issue pursuant to this paragraph (g), the Borrower shall pay to the Administrative Agent for the account of the Borrowers. The amount so received by the Administrative Agent shall, subject to the terms and conditions a bid administration fee of this Agreement, be made available to the Borrowers on such date by depositing the same in immediately available funds in an account of the Borrowers maintained at the principal office of the Agent$1,500.
Appears in 1 contract
Samples: Credit Agreement (Autonation, Inc.)
