Competitive Bid Subfacility. (a) In addition to Borrowings under Facility A otherwise provided for herein, but subject to the terms and conditions of the Facility A Loan Papers, Borrower may, as set forth in this SECTION 2.4, request Facility A Lenders to make offers to make Competitive Borrowings under Facility A. Facility A Lenders may, but shall have no obligation to, make any such offers, and Borrower may, but shall have no obligation to, accept any such offers. Any Competitive Borrowings made available to Borrower hereunder shall be subject, however, to the conditions that on any date of determination: (i) the aggregate principal outstanding under all Competitive Borrowings under Facility A made by all Facility A Lenders shall not exceed the Competitive Bid Availability under Facility A then in effect; (ii) on any date of determination, the Facility A Commitment Usage shall not exceed the Facility A Commitment; and (iii) each Borrowing under the Competitive Bid Subfacility in respect of Facility A must occur on a Business Day and prior to the Business Day immediately preceding the Facility A Termination Date. (b) In order to request Competitive Bids, Borrower shall deliver a Competitive Bid Request to Administrative Agent no later than 10:00 a.m. Dallas, Texas time (i) on the fifth Business Day preceding the Borrowing Date for any requested Competitive Borrowing that will be comprised of Eurodollar Rate Borrowings, or (ii) not later than 10:00 a.m. Dallas, Texas time one Business Day before the Borrowing Date for any requested Competitive Borrowing that will be comprised of Fixed Rate Borrowings. A Competitive Bid Request that does not conform substantially to the format of EXHIBIT B-4 may be rejected by Administrative Agent, and Administrative Agent shall promptly notify Borrower of such rejection. Each Competitive Bid
Appears in 1 contract
Competitive Bid Subfacility. (a) In addition to Borrowings under Facility A otherwise provided for herein, but subject to the terms and conditions of the Facility A Loan Papers, Borrower may, as set forth in this SECTION 2.4, request Facility A Lenders to make offers to make Competitive Borrowings under Facility A. Facility A Lenders may, but shall have no obligation to, make any such offers, and Borrower may, but shall have no obligation to, accept any such offers. Any Competitive Borrowings made available to Borrower hereunder shall be subject, however, to the conditions that on any date of determination: (i) the aggregate principal outstanding under all Competitive Borrowings under Facility A made by all Facility A Lenders shall not exceed the Competitive Bid Availability under Facility A Commitment then in effect; (ii) on any date of determination, the Facility A Commitment Usage shall not exceed the Facility A Commitment; and (iii) each Borrowing under the Competitive Bid Subfacility in respect of Facility A must occur on a Business Day and prior to the Business Day immediately preceding the Facility A Termination Date.
(b) In order to request Competitive Bids, Borrower shall deliver a Competitive Bid Request to Administrative Agent no (i) not later than 10:00 a.m. Dallas, Texas time (i) on the fifth fourth Business Day preceding the Borrowing Date for any requested Competitive Borrowing that will be comprised of Eurodollar Rate Borrowings, or (ii) not later than 10:00 a.m. Dallas, Texas time one Business Day before the Borrowing Date for any requested Competitive Borrowing that will be comprised of Fixed Rate Borrowings. A Competitive Bid Request that does not conform substantially to the format of EXHIBIT B-4 may be rejected by Administrative Agent, and Administrative Agent shall promptly notify Borrower of such rejection. Each Competitive BidBid Request shall refer to this Facility A Agreement and shall specify (i) whether the Competitive Borrowing then being requested will be comprised of Eurodollar Rate Borrowings or Fixed Rate Borrowings, (ii) the Borrowing Date of such Competitive Borrowing (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be less than $5,000,000 or a greater integral multiple of $1,000,000), and (iii) the Interest Period with respect thereto (which may not be more than six months and which may not extend beyond the Facility A Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, Administrative Agent shall notify
(c) Each Facility A Lender may make one or more Competitive Bids to Borrower responsive to each respective Competitive Bid Request. Each Competitive Bid by a Facility A Lender must be received by Administrative Agent substantially in the form of EXHIBIT B-6, (i) no later than 11:00 a.m. Dallas, Texas time on the third Business Day preceding the Borrowing Date for any requested Competitive Borrowing that will be comprised of Eurodollar Rate Borrowings, or (ii) prior to 10:00 a.m. Dallas, Texas time on the Borrowing Date for any requested Competitive Borrowing that will be comprised of Fixed Rate Borrowings. Competitive Bids that do not conform substantially to the format of EXHIBIT B-6 may be rejected by Administrative Agent after conferring with, and upon the instruction of, Borrower, and Administrative Agent shall notify the appropriate Facility A Lender of such rejection as soon as practicable. Each Competitive Bid shall refer to this Facility A Agreement and shall (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 or a greater integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by Borrower and may exceed such Facility A Lender's Committed Sum under Facility A, subject to the limitations set forth in SECTION 2.4(A) hereof) of the Competitive Borrowing such Facility A Lender is willing to make to Borrower, (y) specify the Competitive Bid Rate at which such Facility A Lender is prepared to make its Competitive Borrowing, and (z) confirm the Interest Period with respect thereto specified by Borrower in its Competitive Bid Request. A Competitive Bid submitted by a Facility A Lender pursuant to this SECTION 2.4(C) shall be irrevocable.
(d) Administrative Agent shall promptly notify Borrower of all Competitive Bids made and the Competitive Bid Rate and the principal amount of each Competitive Borrowing in respect of which a Competitive Bid was made and the identity of the Facility A Lender that made each bid.
(e) Borrower may, subject only to the provisions of this SECTION 2.4(e), accept or reject any or all of the Competitive Bids for Facility A referred to in SECTION 2.4(c); provided, however, that the aggregate amount of the Competitive Bids so accepted by Borrower may not exceed the principal amount of the Competitive Borrowing requested by Borrower (subject to the further limitations of SECTION 2.4(a) hereof). Borrower shall notify Administrative Agent whether and to what extent it has decided to accept or reject any or all of the bids referred to in SECTION 2.4(c), (i) not later than 10:45 a.m. Dallas, Texas time three Business Days before the Borrowing Date specified for a proposed Competitive Borrowing that is deemed a Eurodollar Rate Borrowing or (ii) not later than 11:00 a.m., Dallas, Texas time on the day specified for a proposed Competitive Borrowing that is deemed a Fixed Rate Borrowing; provided, however, that (w) the failure by Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in SECTION 2.4(c), (x) Borrower shall not accept a bid under Facility A in the same or lower principal amount made at a particular Competitive Bid Rate if Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (y) if Borrower shall accept bids made at a particular Competitive Bid Rate but shall be restricted by other conditions hereof from borrowing the principal amount of the Competitive Borrowing in respect of which bids at such Competitive Bid Rate have been made, then Borrower shall accept a ratable portion of each bid made at such Competitive Bid Rate based as nearly as possible on the respective principal amounts of the Competitive Borrowing for which such bids were made, and (z) no bid shall be accepted for a Competitive Borrowing under Facility A unless the aggregate principal amount to AMENDED AND RESTATED FACILITY A REVOLVING CREDIT AGREEMENT 27 33 be funded pursuant to all accepted bids under this Facility A shall be in a minimum amount of $5,000,000 or a greater integral multiple of $1,000,000 for each respective Facility A Lender whose bid is accepted. Notwithstanding the foregoing, if it is necessary for Borrower to accept a ratable allocation of the bids for Facility A made in response to a Competitive Bid Request (whether pursuant to the events specified in CLAUSE (y) above or otherwise) and the available principal amount of the Competitive Borrowing to be allocated among the Facility A Lenders submitting Competitive Bids is not sufficient to enable Competitive Borrowings to be allocated to each such Facility A Lender in a minimum principal amount of $5,000,000 or a greater integral multiple of $1,000,000, then Borrower shall select the Facility A Lenders to be allocated such Competitive Borrowings and shall round allocations up or down to the next higher or lower multiple of $500,000 as it shall deem appropriate. A notice given by Borrower pursuant to this SECTION 2.4(e) shall be irrevocable.
(f) Administrative Agent shall promptly notify each bidding Facility A Lender whether or not its Competitive Bid has been accepted (which notice to those Facility A Lenders whose Competitive Bids have been accepted will be given within one hour from the time such bid was accepted by Borrower and shall further indicate in what amount and at what Competitive Bid Rate), and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to advance the Competitive Borrowing in respect of which its bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, Administrative Agent shall notify each bidding Facility A Lender of the aggregate principal amount of all Competitive Bids under Facility A accepted for and the range of Competitive Bid Rates submitted in connection with that Competitive Borrowing.
(g) If Administrative Agent shall at any time elect to submit a Competitive Bid in its capacity as a Facility A Lender, it shall submit such bid directly to Borrower one-half hour earlier than the latest time at which the other Facility A Lenders are required to submit their bids to Administrative Agent pursuant to SECTION 2.4(c).
(h) Each Competitive Borrowing shall be due and payable on the last day of the applicable Interest Period; provided that if Borrower fails to repay any Competitive Borrowing on such day, Borrower shall be deemed to have given a Notice of Borrowing requesting the Facility A Lenders to make a Base Rate Borrowing under Facility A in the amount of such Competitive Borrowing, subject to satisfaction of the conditions specified in SECTIONS 2.1 and 5.2; provided that failure to repay such Competitive Borrowing on the last day of the applicable Interest Period shall not constitute a failure to satisfy such conditions.
Appears in 1 contract
Samples: Facility a Revolving Credit Agreement (Worldcom Inc /Ga/)
Competitive Bid Subfacility. (a) In addition to Borrowings under Facility A this Agreement otherwise provided for herein, but subject to the terms and conditions of the Facility A Loan Papers, Borrower may, as set forth in this SECTION 2.42.3, request Facility A Lenders to make offers to make Competitive Borrowings under Facility A. Facility A this Agreement. Lenders may, but shall have no obligation to, make any such offers, and Borrower may, but shall have no obligation to, accept any such offers. Any Competitive Borrowings made available to Borrower hereunder shall be subject, however, to the conditions that (i) on any date of determination: (i) the aggregate principal outstanding under all Competitive Borrowings under Facility A this Agreement made by all Facility A Lenders shall not exceed the Competitive Bid Availability under Facility A Commitment then in effect; (ii) on any date of determination, the Facility A Commitment Usage Principal Debt shall not exceed the Facility A Commitment; and (iii) each Borrowing under the Competitive Bid Subfacility in respect of Facility A this Agreement must occur on a Business Day and prior to the Business Day immediately preceding the Facility A Termination Date.
(b) In order to request Competitive Bids, Borrower shall deliver a Competitive Bid Request to Administrative Agent no (i) not later than 10:00 a.m. Dallas, Texas time (i) on the fifth fourth Business Day preceding the Borrowing Date for any requested Competitive Borrowing that will be comprised of Eurodollar Rate Borrowings, or (ii) not later than 10:00 a.m. Dallas, Texas time one Business Day before the Borrowing Date for any requested Competitive Borrowing that will be comprised of Fixed Rate Borrowings. A Competitive Bid Request that does not conform substantially to the format of EXHIBIT B-4 may be rejected by Administrative Agent, and Administrative Agent shall promptly notify Borrower of such rejection. Each Competitive BidBid Request shall refer to this Agreement and shall specify (i) whether the Competitive Borrowing then being requested will be comprised of Eurodollar Rate Borrowings or Fixed Rate Borrowings, (ii) the Borrowing Date of such Competitive Borrowing (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be less than $5,000,000 or a greater integral multiple of $1,000,000), and (iii) the Interest Period with respect thereto (which may not be more than six months and which may not AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT extend beyond the Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, Administrative Agent shall notify Lenders of the Competitive Bid Request on a form substantially similar to EXHIBIT B-5 hereto, pursuant to which the Lenders are invited to bid, subject to the terms and conditions of this Agreement, to make Competitive Borrowings pursuant to such Competitive Bid Request. Notwithstanding the foregoing, Administrative Agent shall have no obligation to invite any Lender to make a Competitive Bid pursuant to this SECTION 2.3 until such Lender has delivered a completed Administrative Questionnaire to Administrative Agent.
(c) Each Lender may make one or more Competitive Bids to Borrower responsive to each respective Competitive Bid Request. Each Competitive Bid by a Lender must be received by Administrative Agent substantially in the form of EXHIBIT B-6, (i) no later than 11:00 a.m. Dallas, Texas time on the third Business Day preceding the Borrowing Date for any requested Competitive Borrowing that will be comprised of Eurodollar Rate Borrowings, or (ii) prior to 10:00 a.m. Dallas, Texas time on the Borrowing Date for any requested Competitive Borrowing that will be comprised of Fixed Rate Borrowings. Competitive Bids that do not conform substantially to the format of EXHIBIT B-6 may be rejected by Administrative Agent after conferring with, and upon the instruction of, Borrower, and Administrative Agent shall notify the appropriate Lender of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and shall (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 or a greater integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by Borrower and may exceed such Lender's Committed Sum under this Agreement, subject to the limitations set forth in SECTION 2.3(A) hereof) of the Competitive Borrowing such Lender is willing to make to Borrower, (y) specify the Competitive Bid Rate at which such Lender is prepared to make its Competitive Borrowing, and (z) confirm the Interest Period with respect thereto specified by Borrower in its Competitive Bid Request. A Competitive Bid submitted by a Lender pursuant to this SECTION 2.3(C) shall be irrevocable.
(d) Administrative Agent shall promptly notify Borrower of all Competitive Bids made and the Competitive Bid Rate and the principal amount of each Competitive Borrowing in respect of which a Competitive Bid was made and the identity of the Lender that made each bid.
(e) Borrower may, subject only to the provisions of this SECTION 2.3(E), accept or reject any or all of the Competitive Bids for this Agreement referred to in SECTION 2.3(C); provided, however, that the aggregate amount of the Competitive Bids so accepted by Borrower may not exceed the principal amount of the Competitive Borrowing requested by Borrower (subject to the further limitations of SECTION 2.3(A) hereof). Borrower shall notify Administrative Agent whether and to what extent it has decided to accept or reject any or all of the bids referred to in SECTION 2.3(C), (i) not later than 10:45 a.m. Dallas, Texas time three Business Days before the Borrowing Date specified for a proposed Competitive Borrowing that is deemed a Eurodollar Rate Borrowing or (ii) not later than 11:00 a.m., Dallas, Texas time on the day specified for a proposed Competitive Borrowing that is deemed a Fixed Rate Borrowing; provided, however, that (w) the failure by Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in SECTION 2.3(C), (x) Borrower shall not accept a bid under this Agreement in the same or lower principal amount made at a particular Competitive Bid Rate if Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (y) if Borrower shall accept bids made at a particular Competitive Bid Rate but shall be restricted by other conditions hereof from borrowing the principal amount of the Competitive Borrowing in respect of which bids at such Competitive Bid Rate have been made, then Borrower shall accept a ratable portion of each bid made at such Competitive Bid Rate based as nearly as possible on the respective principal amounts of the Competitive Borrowing for which such bids were made, and (z) no bid shall be accepted for a Competitive Borrowing under this Agreement unless the aggregate principal amount to be funded pursuant to all accepted bids under this Agreement shall be in a minimum amount of $5,000,000 or a greater integral multiple of $1,000,000 for each respective Lender whose bid is AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT accepted. Notwithstanding the foregoing, if it is necessary for Borrower to accept a ratable allocation of the bids for this Agreement made in response to a Competitive Bid Request (whether pursuant to the events specified in CLAUSE (Y) above or otherwise) and the available principal amount of the Competitive Borrowing to be allocated among the Lenders submitting Competitive Bids is not sufficient to enable Competitive Borrowings to be allocated to each such Lender in a minimum principal amount of $5,000,000 or a greater integral multiple of $1,000,000, then Borrower shall select the Lenders to be allocated such Competitive Borrowings and shall round allocations up or down to the next higher or lower multiple of $500,000 as it shall deem appropriate. A notice given by Borrower pursuant to this SECTION 2.3(E) shall be irrevocable.
(f) Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (which notice to those Lenders whose Competitive Bids have been accepted will be given within one hour from the time such bid was accepted by Borrower and shall further indicate in what amount and at what Competitive Bid Rate), and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to advance the Competitive Borrowing in respect of which its bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, Administrative Agent shall notify each bidding Lender of the aggregate principal amount of all Competitive Bids under this Agreement accepted for and the range of Competitive Bid Rates submitted in connection with that Competitive Borrowing.
(g) If Administrative Agent shall at any time elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to Borrower one-half hour earlier than the latest time at which the other Lenders are required to submit their bids to Administrative Agent pursuant to SECTION 2.3(C).
(h) Each Competitive Borrowing shall be due and payable on the last day of the applicable Interest Period; provided that if Borrower fails to repay any Competitive Borrowing on such day, Borrower shall be deemed to have given a Notice of Borrowing requesting the Lenders to make a Base Rate Borrowing under this Agreement in the amount of such Competitive Borrowing, subject to satisfaction of the conditions specified in SECTIONS 2.1 and 5.2; provided that failure to repay such Competitive Borrowing on the last day of the applicable Interest Period shall not constitute a failure to satisfy such conditions.
Appears in 1 contract
Samples: 364 Day Revolving Credit and Term Loan Agreement (Mci Worldcom Inc)
Competitive Bid Subfacility. (a) In addition to Borrowings under Facility A this Agreement otherwise provided for herein, but subject to the terms and conditions of the Facility A Loan Papers, Borrower may, as set forth in this SECTION 2.42.3, request Facility A Lenders to make offers to make Competitive Borrowings under Facility A. Facility A this Agreement. Lenders may, but shall have no obligation to, make any such offers, and Borrower may, but shall have no obligation to, accept any such offers. Any Competitive Borrowings made available to Borrower hereunder shall be subject, however, to the conditions that on any date of determination: (i) the aggregate principal outstanding under all Competitive Borrowings under Facility A this Agreement made by all Facility A Lenders shall not exceed the Competitive Bid Availability under Facility A Commitment then in effect; (ii) on any date of determination, the Facility A Commitment Usage Principal Debt shall not exceed the Facility A Commitment; and (iii) each Borrowing under the Competitive Bid Subfacility in respect of Facility A this Agreement must occur on a Business Day and prior to the Business Day immediately preceding the Facility A Termination Date.
(b) In order to request Competitive Bids, Borrower shall deliver a Competitive Bid Request to Administrative Agent no (i) not later than 10:00 a.m. Dallas, Texas time (i) on the fifth fourth Business Day preceding the Borrowing Date for any requested Competitive Borrowing that will be comprised of Eurodollar Rate Borrowings, or (ii) not later than 10:00 a.m. Dallas, Texas time one Business Day before the Borrowing Date for any requested Competitive Borrowing that will be comprised of Fixed Rate Borrowings. A Competitive Bid Request that does not conform substantially to the format of EXHIBIT B-4 may be rejected by Administrative Agent, and Administrative Agent shall promptly notify Borrower of such rejection. Each Competitive BidBid Request shall refer to this Agreement and shall specify (i) whether the Competitive Borrowing then being requested will be comprised of Eurodollar Rate Borrowings or Fixed Rate Borrowings, (ii) the Borrowing Date of such Competitive Borrowing (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be less than $5,000,000 or a greater integral multiple of $1,000,000), and (iii) the Interest Period with respect thereto (which may not be more than six months and which may not extend beyond the Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, Administrative Agent shall notify Lenders of the Competitive Bid Request on a form substantially similar to EXHIBIT B-5 hereto, pursuant to which the Lenders are invited to bid, subject to the terms and conditions of this Agreement, to make Competitive Borrowings pursuant to such Competitive Bid Request. Notwithstanding the foregoing, Administrative Agent shall have no obligation to invite any Lender to make a Competitive Bid pursuant to this SECTION 2.3 until such Lender has delivered a completed Administrative Questionnaire to Administrative Agent.
(c) Each Lender may make one or more Competitive Bids to Borrower responsive to each respective Competitive Bid Request. Each Competitive Bid by a Lender must be received by Administrative Agent substantially in the form of EXHIBIT B-6, (i) no later than 11:00 a.m. Dallas, Texas time on the third Business Day preceding the Borrowing Date for any requested Competitive Borrowing that will be comprised of Eurodollar Rate Borrowings, or (ii) prior to 10:00 a.m. Dallas, Texas time on the Borrowing Date for any requested Competitive Borrowing that will be comprised of Fixed Rate Borrowings. Competitive Bids that do not conform substantially to the format of EXHIBIT B-6 may be rejected by Administrative Agent after conferring with, and upon the instruction of, Borrower, and Administrative Agent shall notify the appropriate Lender of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and shall (x) specify the principal amount (which shall be in a minimum 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT 20 26 principal amount of $5,000,000 or a greater integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by Borrower and may exceed such Lender's Committed Sum under this Agreement, subject to the limitations set forth in SECTION 2.3(a) hereof) of the Competitive Borrowing such Lender is willing to make to Borrower, (y) specify the Competitive Bid Rate at which such Lender is prepared to make its Competitive Borrowing, and (z) confirm the Interest Period with respect thereto specified by Borrower in its Competitive Bid Request. A Competitive Bid submitted by a Lender pursuant to this SECTION 2.3(c) shall be irrevocable.
(d) Administrative Agent shall promptly notify Borrower of all Competitive Bids made and the Competitive Bid Rate and the principal amount of each Competitive Borrowing in respect of which a Competitive Bid was made and the identity of the Lender that made each bid.
(e) Borrower may, subject only to the provisions of this SECTION 2.3(e), accept or reject any or all of the Competitive Bids for this Agreement referred to in SECTION 2.3(c); provided, however, that the aggregate amount of the Competitive Bids so accepted by Borrower may not exceed the principal amount of the Competitive Borrowing requested by Borrower (subject to the further limitations of SECTION 2.3(a) hereof). Borrower shall notify Administrative Agent whether and to what extent it has decided to accept or reject any or all of the bids referred to in SECTION 2.3(c), (i) not later than 10:45 a.m. Dallas, Texas time three Business Days before the Borrowing Date specified for a proposed Competitive Borrowing that is deemed a Eurodollar Rate Borrowing or (ii) not later than 11:00 a.m., Dallas, Texas time on the day specified for a proposed Competitive Borrowing that is deemed a Fixed Rate Borrowing; provided, however, that (w) the failure by Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in SECTION 2.3(c), (x) Borrower shall not accept a bid under this Agreement in the same or lower principal amount made at a particular Competitive Bid Rate if Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (y) if Borrower shall accept bids made at a particular Competitive Bid Rate but shall be restricted by other conditions hereof from borrowing the principal amount of the Competitive Borrowing in respect of which bids at such Competitive Bid Rate have been made, then Borrower shall accept a ratable portion of each bid made at such Competitive Bid Rate based as nearly as possible on the respective principal amounts of the Competitive Borrowing for which such bids were made, and (z) no bid shall be accepted for a Competitive Borrowing under this Agreement unless the aggregate principal amount to be funded pursuant to all accepted bids under this Agreement shall be in a minimum amount of $5,000,000 or a greater integral multiple of $1,000,000 for each respective Lender whose bid is accepted. Notwithstanding the foregoing, if it is necessary for Borrower to accept a ratable allocation of the bids for this Agreement made in response to a Competitive Bid Request (whether pursuant to the events specified in CLAUSE (y) above or otherwise) and the available principal amount of the Competitive Borrowing to be allocated among the Lenders submitting Competitive Bids is not sufficient to enable Competitive Borrowings to be allocated to each such Lender in a minimum principal amount of $5,000,000 or a greater integral multiple of $1,000,000, then Borrower shall select the Lenders to be allocated such Competitive Borrowings and shall round allocations up or down to the next higher or lower multiple of $500,000 as it shall deem appropriate. A notice given by Borrower pursuant to this SECTION 2.3(e) shall be irrevocable.
(f) Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (which notice to those Lenders whose Competitive Bids have been accepted will be given within one hour from the time such bid was accepted by Borrower and shall further indicate in what amount and at what Competitive Bid Rate), and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to advance the Competitive Borrowing in respect of which its bid has been accepted. After completing the notifications referred to in the 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT
Appears in 1 contract
Samples: 364 Day Revolving Credit and Term Loan Agreement (Worldcom Inc /Ga/)
Competitive Bid Subfacility. (a) In addition to Committed Borrowings under Facility A this Agreement otherwise provided for herein, but subject to the terms and conditions of the Facility A Loan Papers, Borrower may, as set forth in this SECTION 2.42.2, request Facility A Lenders to make offers to make Competitive Borrowings under Facility A. Facility A this Agreement. Lenders may, but shall have no obligation to, make any such offers, and Borrower may, but shall have no obligation to, accept any such offers. Any Competitive Borrowings made available to Borrower hereunder shall be subject, however, to the conditions that on any date of determination: (i) the aggregate principal outstanding under all Competitive Borrowings under Facility A this Agreement made by all Facility A Lenders shall not exceed the Competitive Bid Availability under Facility A Commitment then in effect; (ii) on any date of determination, the Facility A Commitment Usage Principal Debt shall not exceed the Facility A Commitment; and (iii) each Competitive Borrowing under the Competitive Bid Subfacility in respect of Facility A this Agreement must occur on a Business Day and prior to the Business Day immediately preceding the Facility A Termination Date.
(b) In order to request Competitive Bids, Borrower shall deliver a Competitive Bid Request to Administrative Agent no (i) not later than 10:00 a.m. Dallas, Texas time (i) on the fifth fourth Business Day preceding the Borrowing Date for any requested Competitive Borrowing that will be comprised of Eurodollar Rate Borrowings, or (ii) not later than 10:00 a.m. Dallas, Texas time one Business Day before the Borrowing Date for any requested Competitive Borrowing that will be comprised of Fixed Rate Borrowings. A Competitive Bid Request that does not conform substantially to the format of EXHIBIT B-4 may be rejected by Administrative Agent, and Administrative Agent shall promptly notify Borrower of such rejection. Each Competitive BidBid Request shall refer to this Agreement and shall specify (i) whether the Competitive Borrowing then being requested will be comprised of Eurodollar Rate Borrowings or Fixed Rate Borrowings, (ii) the Borrowing Date of such Competitive Borrowing (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be less than $5,000,000 or a greater integral multiple of $1,000,000), and (iii) the Interest Period with respect thereto (which may not be more than six months and which may not extend beyond the Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, Administrative Agent shall notify Lenders of the Competitive Bid Request on a form substantially similar to EXHIBIT B-5 hereto, pursuant to which the Lenders are invited to bid, subject to the terms and conditions of this Agreement, to make Competitive Borrowings pursuant to such Competitive Bid Request. Notwithstanding the foregoing, Administrative Agent shall have no obligation to invite any Lender to make a Competitive Bid 364-DAY REVOLVING CREDIT AGREEMENT pursuant to this SECTION 2.2 until such Lender has delivered a completed Administrative Questionnaire to Administrative Agent.
(c) Each Lender may make one or more Competitive Bids to Borrower responsive to each respective Competitive Bid Request. Each Competitive Bid by a Lender must be received by Administrative Agent substantially in the form of EXHIBIT B-6, (i) no later than 11:00 a.m. Dallas, Texas time on the third Business Day preceding the Borrowing Date for any requested Competitive Borrowing that will be comprised of Eurodollar Rate Borrowings, or (ii) prior to 10:00 a.m. Dallas, Texas time on the Borrowing Date for any requested Competitive Borrowing that will be comprised of Fixed Rate Borrowings. Competitive Bids that do not conform substantially to the format of EXHIBIT B-6 may be rejected by Administrative Agent after conferring with, and upon the instruction of, Borrower, and Administrative Agent shall notify the appropriate Lender of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and shall (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 or a greater integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by Borrower and may exceed such Lender's Committed Sum, subject to the limitations set forth in SECTION 2.2(a) hereof) of the Competitive Borrowing such Lender is willing to make to Borrower, (y) specify the Competitive Bid Rate at which such Lender is prepared to make its Competitive Borrowing, and (z) confirm the Interest Period with respect thereto specified by Borrower in its Competitive Bid Request. A Competitive Bid submitted by a Lender pursuant to this SECTION 2.2(C) shall be irrevocable.
(d) Administrative Agent shall promptly notify Borrower of all Competitive Bids made and the Competitive Bid Rate and the principal amount of each Competitive Borrowing in respect of which a Competitive Bid was made and the identity of the Lender that made each bid.
(e) Borrower may, subject only to the provisions of this SECTION 2.2(e), accept or reject any or all of the Competitive Bids referred to in SECTION 2.2(c); PROVIDED, HOWEVER, that the aggregate amount of the Competitive Bids so accepted by Borrower may not exceed the principal amount of the Competitive Borrowing requested by Borrower (subject to the further limitations of SECTION 2.2(a) hereof). Borrower shall notify Administrative Agent whether and to what extent it has decided to accept or reject any or all of the bids referred to in SECTION 2.2(c), (i) not later than 10:45 a.m. Dallas, Texas time three Business Days before the Borrowing Date specified for a proposed Competitive Borrowing that is deemed a Eurodollar Rate Borrowing or (ii) not later than 11:00 a.m., Dallas, Texas time on the day specified for a proposed Competitive Borrowing that is deemed a Fixed Rate Borrowing; PROVIDED, HOWEVER, that (w) the failure by Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in SECTION 2.2(c), (x) Borrower shall not accept a bid under this Agreement in the same or lower principal amount made at a particular Competitive Bid Rate if Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (y) if Borrower shall accept bids made at a particular Competitive Bid Rate but shall be restricted by other conditions hereof from borrowing the principal amount of the Competitive Borrowing in respect of which bids at such Competitive Bid Rate have been made, then Borrower shall accept a ratable portion of each bid made at such Competitive Bid Rate based as nearly as possible on the respective principal amounts of the Competitive Borrowing for which such bids were made, and (z) no bid shall be accepted for a Competitive Borrowing unless the aggregate principal amount to be funded pursuant to all accepted bids under this Agreement shall be in a minimum amount of $5,000,000 or a greater integral multiple of $1,000,000 for each respective Lender whose bid is accepted. Notwithstanding the foregoing, if it is necessary for Borrower to accept a ratable 364-DAY REVOLVING CREDIT AGREEMENT allocation of the bids for this Agreement made in response to a Competitive Bid Request (whether pursuant to the events specified in CLAUSE (y) above or otherwise) and the available principal amount of the Competitive Borrowing to be allocated among Lenders submitting Competitive Bids is not sufficient to enable Competitive Borrowings to be allocated to each such Lender in a minimum principal amount of $5,000,000 or a greater integral multiple of $1,000,000, then Borrower shall select the Lenders to be allocated such Competitive Borrowings and shall round allocations up or down to the next higher or lower multiple of $500,000 as it shall deem appropriate. A notice given by Borrower pursuant to this SECTION 2.2(e) shall be irrevocable.
(f) Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (which notice to those Lenders whose Competitive Bids have been accepted will be given within one hour from the time such bid was accepted by Borrower and shall further indicate in what amount and at what Competitive Bid Rate), and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to advance the Competitive Borrowing in respect of which its bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, Administrative Agent shall notify each bidding Lender of the aggregate principal amount of all Competitive Bids under this Agreement accepted for and the range of Competitive Bid Rates submitted in connection with that Competitive Borrowing.
(g) If any Competitive Borrowing is to consist of Eurodollar Rate Borrowings, Administrative Agent shall determine the Adjusted Eurodollar Rate for the relevant Interest Period, and promptly after making such determination, shall notify Borrower and Lenders that will be participating in such Competitive Borrowing of such Adjusted Eurodollar Rate.
(h) Each Lender that has received notice pursuant to SECTION 2.2(f) that all or a portion of its Competitive Bid has been accepted by Borrower shall make the amount of its Competitive Borrowing available to Administrative Agent in immediately available funds at Administrative Agent's office not later than 1:00 p.m., Dallas, Texas time, on the date of the requested Competitive Borrowing. Upon satisfaction of the applicable conditions set forth in SECTION 5.2, Administrative Agent shall make all funds so received available to Borrower in like funds as received by Administrative Agent. No Lender shall be responsible for the failure of any other Lender to advance its Competitive Borrowing.
(i) If Administrative Agent shall at any time elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to Borrower one-half hour earlier than the latest time at which the other Lenders are required to submit their bids to Administrative Agent pursuant to SECTION 2.2(c).
(j) Each Competitive Borrowing shall be due and payable on the last day of the applicable Interest Period; PROVIDED THAT if Borrower fails to repay any Competitive Borrowing on such day, Borrower shall be deemed to have given a Notice of Borrowing requesting the Lenders to make a Base Rate Borrowing under this Agreement in the amount of such Competitive Borrowing, subject to satisfaction of the conditions specified in SECTION 5.2; PROVIDED THAT failure to repay such Competitive Borrowing on the last day of the applicable Interest Period shall not constitute a failure to satisfy such conditions. 364-DAY REVOLVING CREDIT AGREEMENT
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Worldcom Inc/ga//)
Competitive Bid Subfacility. (a) In addition to Borrowings under Facility A otherwise provided for herein, but subject to the terms and conditions of the Facility A Loan PapersDocuments, Borrower may, as set forth in this SECTION 2.4Section 2.5, request Facility A Lenders to make offers to make Competitive Borrowings under Facility A. Facility A the Total Commitment. Lenders may, but shall have no obligation to, make any such offers, and Borrower may, but shall have no obligation to, accept any such offers. Any Competitive Borrowings made available to Borrower hereunder shall be subject, however, to the conditions that on any date of determinationthe Borrowing Date therefor: (i) the Xxxxx'x Rating is Baa3 or better and the S & P Rating is BBB- or better; (ii) the aggregate principal outstanding under all Competitive Borrowings under Facility A made by all Facility A Lenders shall not exceed the Competitive Bid Availability under Facility A then in effect; (ii) on any date of determination, the Facility A Commitment Usage shall not exceed the Facility A Commitment$175,000,000; and (iii) each the Principal Debt of all Borrowings (whether under the Competitive Bid Subfacility, the Swing Line Subfacility, or otherwise) shall not exceed the Total Commitment. Each Borrowing under the Competitive Bid Subfacility in respect of Facility A must occur on a Business Day and prior to the Business Day immediately preceding the Facility A Termination Date.
(b) In order to request Competitive Bids, Borrower shall deliver a Competitive Bid Request to Administrative Agent no later than (i) 10:00 a.m. Dallas, Texas time (i) on the fifth (5th) Business Day preceding the Borrowing Date for any requested Competitive Borrowing that will be comprised of Eurodollar Rate Borrowings, or (ii) not later than 10:00 9:00 a.m. Dallas, Texas time one (1) Business Day before the Borrowing Date for any requested Competitive Borrowing that will be comprised of Fixed Rate Borrowings. A Competitive Bid Request that does not conform substantially to the format of EXHIBIT B-4 Exhibit B-2 may be rejected by Administrative Agent, and Administrative Agent shall promptly notify Borrower of such rejection. Each Competitive BidBid Request shall refer to this Agreement and shall specify (i) whether the Competitive Borrowing then being requested will be comprised of Eurodollar Borrowings or Fixed Rate Borrowings, (ii) the Borrowing Date of such Competitive Borrowing (which shall be a Business Day) and the aggregate principal amount thereof (which shall be $10,000,000 or a greater integral multiple of $1,000,000), and (iii) the Interest Period with respect thereto (which may not be more than six (6) months and which may not extend beyond the Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, Administrative Agent shall notify Lenders of the Competitive Bid Request on a form substantially similar to Exhibit B-2, pursuant to which Lenders are invited to bid, subject to the terms and conditions of this Agreement, to make Competitive Borrowings pursuant to such Competitive Bid Request. Notwithstanding the foregoing, Administrative Agent shall have no obligation to invite any Lender to make a Competitive Bid pursuant to this Section 2.5 until such Lender has delivered a completed administrative questionnaire to Administrative Agent.
(c) Each Lender may make one (1) or more Competitive Bids to Borrower responsive to each respective Competitive Bid Request. Each Competitive Bid by a Lender must be substantially in the form of Exhibit F and must be received by Administrative Agent (i) no later than 11:00 a.m. Dallas, Texas time on the fourth (4th) Business Day preceding the Borrowing Date for any requested Competitive Borrowing that will be comprised of Eurodollar Borrowings, or (ii) prior to 9:00 a.m. Dallas, Texas time on the Borrowing Date for any requested Competitive Borrowing that will be comprised of Fixed Rate Borrowings. Competitive Bids that do not conform substantially to the format of Exhibit F may be rejected by Administrative Agent after conferring with, and upon the instruction of, Borrower, and Administrative Agent shall notify the appropriate Lender of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and shall (x) specify the principal amount (which shall be $5,000,000 or a greater integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by Borrower and may exceed such Lender's Commitment, subject to the limitations set forth in Section 2.5(a)) of the Competitive Borrowing such Lender is willing to make to Borrower, (y) specify the Competitive Bid Rate at which such Lender is prepared to make its Competitive Borrowing, and (z) confirm the Interest Period with respect thereto specified by Borrower in its Competitive Bid Request. A Competitive Bid submitted by a Lender pursuant to this Section 2.5(c) shall be irrevocable.
(d) Administrative Agent shall promptly notify Borrower of all Competitive Bids made and the Competitive Bid Rate and the principal amount of each Competitive Borrowing in respect of which a Competitive Bid was made and the identity of the Lender that made each bid.
(e) Borrower may, subject only to the provisions of this Section 2.5(e), accept or reject any or all of the Competitive Bids referred to in Section 2.5(c); provided, however, that the aggregate amount of the Competitive Bids so accepted by Borrower may not exceed the principal amount of the Competitive Borrowing requested by Borrower (subject to the further limitations of Section 2.5(a)
Appears in 1 contract
Samples: Credit Agreement (Prologis Trust)
Competitive Bid Subfacility. (a) In addition to Borrowings under Facility A otherwise provided for herein, but subject to the terms and conditions of the Facility A Loan PapersDocuments, each Borrower may, as set forth in this SECTION 2.4Section 2.5, request Facility A Lenders to make offers to make Competitive Borrowings to such Borrower under Facility A. Facility A the Total Commitment. Lenders may, but shall have no obligation to, make any such offers, and such Borrower may, but shall have no obligation to, accept any such offers. Any Competitive Borrowings made available to a Borrower hereunder shall be subject, however, to the conditions that on any date of determinationthe Borrowing Date therefor: (i) the Xxxxx'x Rating is Baa3 or better and the S & P Rating is BBB- or better; (ii) the aggregate principal outstanding under all Competitive Borrowings under Facility A made by all Facility A Lenders to all Borrowers shall not exceed thirty-three and one-third percent (33-1/3%) of the Competitive Bid Availability under Facility A then in effect; (ii) on any date of determination, the Facility A Commitment Usage shall not exceed the Facility A Total Commitment; and (iii) each the Principal Debt of all Borrowings (whether under the Competitive Bid Subfacility, the Swing Line Subfacility, or otherwise) shall not exceed the Total Commitment. Each Borrowing under the Competitive Bid Subfacility in respect of Facility A must occur on a Business Day and prior to the Business Day immediately preceding the Facility A Termination Date.
(b) In order to request Competitive Bids, a Borrower shall deliver a Competitive Bid Request to Administrative Agent no later than (i) 10:00 a.m. Dallas, Texas time (i) on the fifth (5th) Business Day preceding the Borrowing Date for any requested Competitive Borrowing that will be comprised of Eurodollar Rate Borrowings, or (ii) not later than 10:00 9:00 a.m. Dallas, Texas time one (1) Business Day before the Borrowing Date for any requested Competitive Borrowing that will be comprised of Fixed Rate Borrowings. A Competitive Bid Request that does not conform substantially to the format of EXHIBIT B-4 Exhibit B-2 may be rejected by Administrative Agent, and Administrative Agent shall promptly notify the requesting Borrower of such rejection. Each Competitive BidBid Request shall refer to this Agreement and shall specify (i) whether the Competitive Borrowing then being requested will be comprised of Eurodollar Borrowings or Fixed Rate Borrowings, (ii) the Borrowing Date of such Competitive Borrowing (which shall be a Business Day) and the aggregate principal amount thereof (which shall be $10,000,000 or a greater integral multiple of $1,000,000), and (iii) the Interest Period with respect thereto (which may not be more than six (6) months and which may not extend beyond the Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, Administrative Agent shall notify Lenders of the Competitive Bid Request on a form substantially similar to Exhibit B-2, pursuant to which Lenders are invited to bid, subject to the terms and conditions of this Agreement, to make Competitive Borrowings pursuant to such Competitive Bid Request. Notwithstanding the foregoing, Administrative Agent shall have no obligation to invite any Lender to make a Competitive Bid pursuant to this Section 2.5 until such Lender has delivered a completed administrative questionnaire to Administrative Agent.
(c) Each Lender may make one (1) or more Competitive Bids to the requesting Borrower responsive to each respective Competitive Bid Request. Each Competitive Bid by a Lender must be substantially in the form of Exhibit F and must be received by Administrative Agent (i) no later than 11:00 a.m. Dallas, Texas time on the fourth (4th) Business Day preceding the Borrowing Date for any requested Competitive Borrowing that will be comprised of Eurodollar Borrowings, or (ii) prior to 9:00 a.m. Dallas, Texas time on the Borrowing Date for any requested Competitive Borrowing that will be comprised of Fixed Rate Borrowings. Competitive Bids that do not conform substantially to the format of Exhibit F may be rejected by Administrative Agent after conferring with, and upon the instruction of, the requesting Borrower, and Administrative Agent shall notify the appropriate Lender of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and shall (x) specify the principal amount (which shall be $5,000,000 or a greater integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the requesting Borrower and may exceed such Lender's Commitment, subject to the limitations set forth in Section 2.5(a)) of the Competitive Borrowing such Lender is willing to make to the requesting Borrower, (y) specify the Competitive Bid Rate at which such Lender is prepared to make its Competitive Borrowing, and (z) confirm the Interest Period with respect thereto specified by the requesting Borrower in its Competitive Bid Request. A Competitive Bid submitted by a Lender pursuant to this Section 2.5(c) shall be irrevocable.
(d) Administrative Agent shall promptly notify the requesting Borrower of all Competitive Bids made and the Competitive Bid Rate and the principal amount of each Competitive Borrowing in respect of which a Competitive Bid was made and the identity of the Lender that made each bid.
(e) The requesting Borrower may, subject only to the provisions of this Section 2.5(e), accept or reject any or all of the Competitive Bids referred to in Section 2.5(c); provided, however, that the aggregate amount of the Competitive Bids so accepted by the requesting Borrower may not exceed the principal amount of the Competitive Borrowing requested by the requesting Borrower (subject to the further limitations of Section 2.5(a)
Appears in 1 contract
Samples: Credit Agreement (Prologis Trust)
Competitive Bid Subfacility. (aA) In addition to Borrowings under Facility A otherwise provided for herein, but subject to the terms and conditions of the Facility A Loan PapersDocuments, Borrower may, as set forth in this SECTION 2.42.5, request Facility A Lenders to make offers to make Competitive Borrowings under Facility A. Facility A the Total Commitment. Lenders may, but shall have no obligation to, make any such offers, and Borrower may, but shall have no obligation to, accept any such offers. Any Competitive Borrowings made available to Borrower hereunder shall be subject, however, to the conditions that on any date of determination: (i) the aggregate principal outstanding under all Competitive Borrowings under Facility A made by all Facility A Lenders shall not exceed the Competitive Bid Availability under Facility A then in effect$100,000,000; (ii) on any date of determination, the Facility A Commitment Usage Principal Debt of all Borrowings (whether under the Competitive Bid Subfacility, the Swing Line Subfacility, or otherwise) shall not exceed the Facility A Total Commitment; and (iii) each Borrowing under the Competitive Bid Subfacility in respect of Facility A must occur on a Business Day and prior to the Business Day immediately preceding the Facility A Termination Date.
(bB) In order to request Competitive Bids, Borrower shall deliver a Competitive Bid Request to Administrative Agent no later than 10:00 a.m. Dallas, Texas time (i) on the fifth (5th) Business Day preceding the Borrowing Date for any requested Competitive Borrowing that will be comprised of Eurodollar Rate Borrowings, or (ii) not later than 10:00 9:00 a.m. Dallas, Texas time one (1) Business Day before the Borrowing Date for any requested Competitive Borrowing that will be comprised of Fixed Rate Borrowings. A Competitive Bid Request that does not conform substantially to the format of EXHIBIT B-4 B-2 may be rejected by Administrative Agent, and Administrative Agent shall promptly notify Borrower of such rejection. Each Competitive BidEach
Appears in 1 contract
Samples: Credit Agreement (Prologis Trust)
