Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary. (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit. (c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. (d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 5 contracts
Samples: Credit Agreement (Snap One Holdings Corp.), Incremental Agreement (Snap One Holdings Corp.), Incremental Agreement to Credit Agreement (Snap One Holdings Corp.)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forthhereof, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity DateIssuing Lender Agrees, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form so long as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has not received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until continuing, that Borrower may from time to time request the Issuing Lender to issue a Standby L/C or a Commercial L/C which shall not be in an initial amount of less than $100,000 (unless the Issuing Lender otherwise agrees), by delivering to the Issuing Lender (with a copy to the Administrative Agent) at its address specified in subsection 11.2 (or such other location as the Issuing Lender may direct) not later than 11:00 a.m. at least two Business Days (or such shorter period and time as the Letter Issuing Lender may agree in its sole discretion) a letter of Credit Issuer shall have received a written notice credit application in the Issuing Lender’s then customary form (the “L/C Application”) completed to the satisfaction of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance Issuing Lender, together with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations proposed form of such Letter of Credit Issuer (which shall comply with the applicable requirements of paragraph (b) below) and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request; provided that if the Issuing Lender informs Borrower that it is for any reason unable to exceed the open such Letter of Credit Sub-Commitment Obligation of Credit, Borrower may request any Lender to open such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with upon the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject same terms offered to the availability of unused Commitments with respect to such newly established Class Issuing Lender and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject each reference to the terms Issuing Lender for purposes of this Section 3subsections 3.5 through 3.13, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, 6.1 and 6.2 shall be deemed to be a Letter reference to such Issuing Lender for the purposes of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued Credit. Each request by Borrower for the applicable Letter amendment or extension of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing a Letter of Credit shall be deemed to have granted each be a representation that such amendment or extension as so requested complies with the conditions that would otherwise be applicable if such Letter of Credit Participant was being initially issued hereunder.
(b) Each Standby L/C and Commercial L/C issued hereunder shall be issued for the account of Borrower and shall, among other things, (i) be in respect thereof such form requested by Borrower as shall be acceptable to the Issuing Lender in its sole discretion and (ii) have an expiry date occurring not later than (a) 12 months, in the case of a Standby L/C, or (b) 120 days, in the case of a Commercial L/C, after the date of issuance of such Letter of Credit and, in the case of Standby L/Cs, may be automatically renewed on its expiry date for an additional period equal to the initial term, but in no case shall any Letter of Credit have an expiry date occurring later than seven days prior to the Revolving Credit Termination Date. Each L/C Application and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such shall, unless otherwise expressly agreed by the Issuing Lender and the Borrower when a Letter of Credit Issueris issued, be subject to the International Standby Practices (ISP 98) of the International Chamber of Commerce (in the case of Standby L/Cs) or the Uniform Customs (in the case of Commercial L/Cs).
(c) The Issuing Lender shall act on behalf of the terms and conditions of Section 3.3 hereof, for such Letter Lenders with respect to any Letters of Credit Participant’s own account issued by it and riskthe documents associated therewith, an undivided participation interest in such Letter and the Issuing Lender shall have all of Credit Issuer’s obligations benefits and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of immunities (A) provided to the outstanding amount available Administrative Agent in Section 10 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be drawn under issued by it and documents pertaining to such Existing Letter Letters of Credit as fully as if the term “Administrative Agent” as used in Section 10 included the Issuing Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the aggregate amount of any outstanding reimbursement obligations in respect thereofIssuing Lender.
Appears in 3 contracts
Samples: Credit Agreement (Language Line Holdings, Inc.), Credit Agreement (Language Line Costa Rica, LLC), Credit Agreement (Language Line, Inc.)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding By the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request (or any consent of, or confirmation by or to, the Administrative Agent), subject an amendment to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter increasing the amount thereof) and without any further action on the part of Credit outstanding under this Agreementthe applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to be a Letter of Credit issued under this Agreement each Lender, and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired Lender hereby acquires from such Letter of Credit IssuerIssuing Bank, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided a participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter Lender’s Applicable Percentage of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding aggregate Dollar Equivalent amount available to be drawn under such Existing Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, the Dollar Equivalent of such LC Disbursement equal to such Lender’s Applicable Percentage of such LC Disbursement made by such Issuing Bank and not reimbursed by Borrower on the applicable date due as provided in Section 2.4(e), or of any reimbursement payment required to be refunded to Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit (provided that such Letter of Credit shall expire no later than the date set forth in Section 2.4(c)), or the occurrence and (B) continuance of a Default or reduction or termination of the aggregate amount of Commitments, and that each such payment shall be made without any outstanding reimbursement obligations in respect thereofoffset, abatement, withholding or reduction whatsoever.
Appears in 3 contracts
Samples: Credit Agreement (APA Corp), Credit Agreement (Apache Corp), Credit Agreement (Apache Corp)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and Borrower may from time to time on and after request the Closing Date and prior Issuing Lender to issue a Standby L/C or a Commercial L/C by delivering to the date that is 15 days prior Issuing Lender (with a copy to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue Administrative Agent) at its address specified in subsection 11.2 (or cause its Affiliates or such other financial institution with which location as the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters Issuing Lender may direct) a letter of credit hereunder, application in the Issuing Lender’s then customary form (the “L/C Application”) completed to issue on its behalf), upon the request of and for the account satisfaction of the Borrower or any Restricted SubsidiaryIssuing Lender, letters together with the proposed form of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion(which shall comply with the applicable requirements of paragraph (b) below) and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request; provided that if the Issuing Lender informs Borrower shall be a co-applicantthat it is for any reason unable to open such Letter of Credit, and be jointly and severally liable, with respect Borrower may request any Lender to each open such Letter of Credit upon the same terms offered to the Issuing Lender and each reference to the Issuing Lender for purposes of subsections 3.5 through 3.13, 6.1 and 6.2 shall be deemed to be a reference to such Issuing Lender for the purposes of such Letter of Credit.
(b) Each Standby L/C and Commercial L/C issued hereunder shall be issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoingBorrower and shall, among other things, (i) no Letter of Credit be in such form requested by Borrower as shall be issued the Stated Amount of which, when added acceptable to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then Issuing Lender in effect, its sole discretion and (ii) no Letter have an expiry date occurring not later than (a) 365 days, in the case of Credit shall be issued a Standby L/C, or (b) 120 days, in the Stated Amount case of whicha Commercial L/C, when added to after the Letter date of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment issuance of such Letter of Credit Issuer (or and, in the case of Standby L/Cs, may be automatically renewed on its Affiliates)expiry date for an additional period equal to the initial term, (iv) each but in no case shall any Letter of Credit shall have an expiration expiry date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent Revolving Credit Termination Date. Each L/C Application and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction International Standby Practices (ISP 98) of the Conditions set forth International Chamber of Commerce (in Section 7the case of Standby L/Cs) or the Uniform Customs (in the case of Commercial L/Cs) and, to the extent not inconsistent therewith, the Borrower may, with the written consent Laws of the Letter State of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableNew York.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 3 contracts
Samples: Credit Agreement (Atlantic Broadband Finance, LLC), Credit Agreement (Atlantic Broadband Management, LLC), Credit Agreement (Atlantic Broadband Finance, LLC)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and The Company may from time to time on and after the Closing Date and prior to the date that is 15 days prior to during the Revolving Credit Maturity Date, each Commitment Period request any Issuing Lender to issue a Letter of Credit Issuer agrees by delivering to issue (or cause the Administrative Agent at its Affiliates or other financial institution address specified in Section 12.2 and the Issuing Lender an L/C Application completed to the satisfaction of the Issuing Lender, together with which the proposed form of the Letter of Credit Issuer (which shall have entered into an agreement regarding comply with the issuance applicable requirements of letters of credit hereunderparagraph (b) below) and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request; provided that if the Issuing Lender informs the Company that it is for any reason unable to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “open such Letter of Credit”) in such form as , the Company may be approved by request another Lender to open such Letter of Credit Issuer in its reasonable discretion; provided that upon the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added same terms offered to the Letter of Credit Obligations at initial Issuing Lender and if such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added other Lender agrees to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to issue such Letter of Credit Issuer’s Revolving each reference to the Issuing Lender for purposes of the Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of Documents shall be deemed to be a reference to such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter Lender. Letters of Credit shall be denominated in Dollars, .
(vib) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Each Letter of Credit issued in its favorhereunder shall, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3among other things, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued be in such form requested by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, the Company as shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject acceptable to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement Issuing Lender in its sole discretion and (ii) each Letter of Credit Issuer that has issued subject to paragraph (c) below, have an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on expiry date occurring not later than the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, earlier of (A) 365 days after the outstanding amount available to be drawn under date of issuance of such Existing Letter of Credit and (B) five days prior to the aggregate amount Revolving Credit Termination Date. Each L/C Application and each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) If the Company so requests in the applicable L/C Application, the Issuing Lender may, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that (x) any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a certain number of days prior to each anniversary of such Letter of Credit’s date of issuance (the “Non-Extension Notice Date”), such number of days to be agreed upon by the Company and the Issuing Lender at the time such Letter of Credit is issued and (y) such prior notice shall be deemed to have been given by the Issuing Lender on the effective date of its resignation as Issuing Lender in accordance with Section 11.9. Unless otherwise directed by the Issuing Lender, the Company shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than five days prior to the Revolving Credit Termination Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.5 or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Company that one or more of the applicable conditions specified in Section 7.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.
(d) Letters of Credit outstanding reimbursement obligations in respect thereofunder the Existing Credit Agreement shall continue under this Amended Agreement and, from and after the Restatement Effective Date, shall be subject to and governed by the terms and conditions hereof.
Appears in 3 contracts
Samples: Credit Agreement (Be Aerospace Inc), Credit Agreement (Be Aerospace Inc), Credit Agreement (Be Aerospace Inc)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and The Borrower may from time to time on and after request that the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each applicable Fronting Bank issue or amend a Letter of Credit Issuer by delivering to the Fronting Bank and the Administrative Agent a request substantially in the form of Exhibit D attached hereto (a “Letter of Credit Request”) and such other certificates, documents and other papers and information as the applicable Fronting Bank may reasonably request. Upon receipt of a Letter of Credit Request, the applicable Fronting Bank agrees to promptly process each such request and the certificates, documents, L/C Application and other papers and information delivered to it therewith in accordance with its customary procedures and shall issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer requested thereby (but in no event shall have entered into an agreement regarding the issuance of letters of credit hereunder, any Fronting Bank be required to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in earlier than two (2) Business Days after its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter receipt of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at Request therefor and all such timeother certificates, would exceed documents, L/C Application and other papers and information relating thereto and unless such terms and conditions of the requested Letter of Credit Sub-Commitment then in effect, (iiare commercially customary) no Letter of Credit shall be issued by issuing the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment original of such Letter of Credit Issuer (to the beneficiary thereof or its Affiliates), (iv) each as otherwise may be agreed to by the applicable Fronting Bank and the Borrower. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any such Letter of Credit Request, L/C Application, and any other certificates, documents and other papers and information as may be delivered in connection therewith, the terms and conditions of this Agreement shall have an expiration date occurring no later than the earlier of (x) one year govern and prevail. Promptly after the date issuance or amendment of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued Credit, the applicable Fronting Bank shall notify the Borrower and the Administrative Agent, in its favorwriting, (vii) no Letter of Credit such issuance or amendment and such notice shall be issued after the applicable Letter of Credit Issuer has received accompanied by a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations copy of such Letter of Credit Issuer to exceed or amendment. Upon receipt of such notice, the Letter of Credit Sub-Commitment Obligation Administrative Agent shall promptly notify each Lender, in writing, of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit or amendment and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7if so requested by a Lender, the Borrower may, Administrative Agent shall furnish such Lender with the written consent a copy of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableamendment.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 3 contracts
Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)
Issuance of Letters of Credit. (ai) Subject to The Borrower or the applicable Qualified Borrower shall give the Administrative Agent and upon the terms and conditions herein set forth, at any time and from time to time on and after Issuing Bank written notice that it requires the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each issuance of a Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Alternative Currency Letter of Credit Issuer not later than 11:00 a.m. (New York time) on the third (3rd) Business Day preceding the requested date for issuance thereof under this Agreement. Such notice shall have entered into an agreement regarding be irrevocable unless and until such request is denied by the issuance applicable Arranger and shall specify (A) that the requested Letter of letters Credit or Alternative Currency Letter of credit hereunderCredit is either a Commercial Letter of Credit or a Standby Letter of Credit, to issue on its behalf), upon the request (B) that such Letter of and Credit or Alternative Currency Letter of Credit is solely for the account of the Borrower or any Restricted Subsidiarysuch Qualified Borrower, letters (C) the stated amount of credit (each, a “the Letter of Credit”Credit or Alternative Currency Letter of Credit requested, (D) in such form as may the effective date (which shall be approved by a Business Day) of issuance of such Letter of Credit Issuer in its reasonable discretion; provided that or Alternative Currency Letter of Credit, (E) the Borrower date on which such Letter of Credit or Alternative Currency Letter of Credit is to expire (which shall be a co-applicantBusiness Day and no later than the Business Day immediately preceding the first anniversary of the then scheduled Revolving Credit Termination Date), and be jointly and severally liable, with respect to each (F) the Person for whose benefit such Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no or Alternative Currency Letter of Credit shall is to be issued the Stated Amount issued, (G) other relevant terms of which, when added to the such Letter of Credit Obligations or Alternative Currency Letter of Credit, (H) the Revolving Credit Availability at such time, would exceed and (I) the amount of the then outstanding Letter of Credit Sub-Commitment then in effect, Obligations.
(ii) no Letter of Credit The Borrower or such Qualified Borrower shall be issued the Stated Amount of which, when added select one Arranger to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added act as Issuing Bank with respect to such Letter of Credit Issuer’s Revolving and/or Alternative Currency Letter of Credit, which selection shall be in the sole discretion of the Borrower. If such Arranger declines to issue the Letter of Credit Exposure (whether held directly and/or Alternative Currency Letter of Credit, the Borrower or through its Affiliates), would exceed the Revolving Credit Commitment of such Qualified Borrower shall select an alternative Lender to issue such Letter of Credit Issuer (or its Affiliates), (iv) each and/or Alternative Currency Letter of Credit Credit.
(iii) The selected Issuing Bank (if not the Administrative Agent) shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by give the Administrative Agent and the applicable Letter of Credit Issuer written notice, or as provided under Section 3.2(e)telephonic notice confirmed promptly thereafter in writing, and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favorissuance, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower amendment or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery extension of a Letter of Credit Request or any consent ofand/or Alternative Currency Letter of Credit(which notice the Administrative Agent shall promptly transmit by telegram, facsimile transmission, or confirmation by or to, the Administrative Agentsimilar transmission to each Lender), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 3 contracts
Samples: Credit Agreement (Simon Property Group L P /De/), Credit Agreement (Simon Property Group L P /De/), Credit Agreement (Simon Property Group L P /De/)
Issuance of Letters of Credit. (ai) Subject to and upon Each Letter of Credit shall, among other things, (A) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein, (B) expire at or prior to the close of business on the date that is one year after the Issuance Date or the Modification Date (if such Letter of Credit has been renewed or extended); provided, however, that in accordance with clause (ii) of this subsection (e), a Letter of Credit may provide for the automatic renewal thereof for additional periods which shall not extend beyond the date that is one year after its then current expiration date; provided, further, that no Letter of Credit may be renewed or extended (automatically or otherwise) on or after the XX Xxxx Collateral Date, and (C) be in form and substance reasonably acceptable to the applicable LC Issuer in its sole discretion.
(ii) If the Borrower so requests in any applicable Letter of Credit Request or Letter of Credit Application, each LC Issuer may, in its sole discretion, issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the LC Issuer which issued such Letter of Credit to prevent any such extension at least once in each twelve-month period (commencing with the Issuance Date of such Letter of Credit) by giving prior notice to the beneficiary thereof and the Borrower not later than the Business Day prior to the then-current XX Xxxx Collateral Date (the “Non-Extension Notice Date”). Unless otherwise directed by an LC Issuer, the Borrower shall not be required to make a specific request to the applicable LC Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the LC Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than one year after the earlier of (x) its then current expiration date and (y) the day before the XX Xxxx Collateral Date; provided, however, that no LC Issuer shall permit any such extension if (A) such LC Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or any Transaction Party that one or more of the applicable conditions herein set forthspecified in Section 3.02 is not then satisfied and directing such LC Issuer not to permit such extension.
(iii) Each LC Issuer may, at its election, or as directed in writing by the Administrative Agent or any Facility Agent (with a copy to the Administrative Agent), deliver any notices of termination or other communications to any Letter of Credit beneficiary, and take any other action as necessary or appropriate, at any time and from time to time on and after time, in order to cause the Closing Date and prior to the expiry date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a coAuto-applicant, and be jointly and severally liable, with respect to each Extension Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at by such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required LC Issuer to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no not later than one year after the earlier of (x) one year after the its then current expiration date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter day before the XX Xxxx Collateral Date.
(iv) The Borrower hereby authorizes and directs each LC Issuer to name any Originator or any Affiliate of Credit Maturity Date, (v) each Letter of Credit shall be denominated any Originator as designated by an Originator pursuant to the Receivables Sale Agreement and specified to the applicable LC Issuer in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time Request as the Letter “Account Party” of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofCredit.
Appears in 3 contracts
Samples: Receivables Loan and Servicing Agreement (NRG Energy, Inc.), Receivables Loan and Servicing Agreement (NRG Energy, Inc.), Receivables Loan and Servicing Agreement (NRG Energy, Inc.)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each the Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such the Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, continuing and (viii) no Letter of Credit Barclays Bank PLC shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank not be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.1.1
Appears in 3 contracts
Samples: Incremental Agreement (MultiPlan Corp), Credit Agreement (MultiPlan Corp), Credit Agreement (MultiPlan Corp)
Issuance of Letters of Credit. (a) Subject During the Revolving Credit Commitment Period, the Borrower may from time to time request the Issuing Lender to issue a Standby L/C or a Commercial L/C by delivering to the Administrative Agent at its address specified in subsection 10.2 (or such other location as the Issuing Lender may direct) no later than 12:00 p.m. (New York time) at least four Business Days in advance of the proposed date of such issuance a letter of credit application in the Issuing Lender’s then customary form and, in respect of Standby L/Cs issued by Xxxxxxxxx Group, Inc., in the form of Exhibit J (the “L/C Application”) (provided, that in the case of any Standby L/C proposed to be issued on the Closing Date, the Borrower may deliver the applicable L/C Application by no later than 4:00 P.M. (New York time) one Business Day prior to the Closing Date) completed to the satisfaction of the Issuing Lender, together with the proposed form of such Letter of Credit (which shall comply with the applicable requirements of paragraph (b) below) and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request; provided that if the Issuing Lender informs the Borrower that it is for any reason unable to open such Letter of Credit, the Borrower may request any Lender to open such Letter of Credit upon the same terms offered to the Issuing Lender and each reference to the Issuing Lender for purposes of subsections 2.4 through 2.13, 5.1 and 5.2 shall be deemed to be a reference to such Issuing Lender. In the event of any inconsistency between the terms and conditions herein set forthof this Agreement and the terms and conditions of any L/C Application or other document submitted by the Borrower to, at or entered into by the Borrower with, the Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control.
(b) Each Standby L/C and Commercial L/C issued hereunder shall be issued for the account of the Borrower and shall, among other things, (i) be denominated in Dollars and be in such form requested by the Borrower as shall be acceptable to the Issuing Lender in its sole discretion, (ii) provide for payments on a sight basis except that Commercial L/Cs having a tenor shorter than 180 days may provide for payment on a sight or time basis if the drafts are drawn on the Issuing Lender and from time to time on and (iii) have an expiry date occurring not later one year (or such longer duration as may be agreed by the Issuing Lender in its sole discretion) after the Closing Date and prior date of issuance of such Letter of Credit and, in the case of Standby L/Cs, may be automatically renewed on its expiry date for an additional period equal to the initial term, but in no case shall any Letter of Credit have an expiry date that is 15 occurring later than five business days prior to the Revolving Credit Maturity Termination Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of . Each L/C Application and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollarssubject to the International Standby Practices (ISP 98) or the Uniform Customs and Practice for Documentary Credits (UCP 500) of the International Chamber of Commerce, (vi) no as elected by the Issuing Lender, and, to the extent not inconsistent therewith, the laws of the State of New York; provided, the Issuing Lender shall not extend any such Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until at the time Issuing Lender must elect to allow such time as extension; provided, further, in the event that the condition described in subsection 3.9(c) below exists, Issuing Lender shall not be required to issue any Letter of Credit Issuer shall have received a written notice of unless, at the Borrower’s option (x) rescission Issuing Lender has entered into arrangements reasonably satisfactory to it and to the Borrower to eliminate Issuing Lender’s risk with respect to the participation in Letters of Credit of the Non-Funding Lender, including by cash collateralizing such notice from Non-Funding Lender’s pro rata share (based on its Revolving Credit Commitment) of the party or parties originally delivering such notice L/C Usage; or (y) the waiver aggregate Revolving Credit Commitments hereunder shall be deemed and treated for all purposes hereof as reduced in an amount equal to the Revolving Credit Commitment of each Non-Funding Lender for so long as such Default or Event of Default respective Non-Funding Lender has not been replaced with a Replacement Lender in accordance with the provisions of Section 13.1 subsection 3.14 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit otherwise ceased to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments Lender or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed ceased to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofNon-Funding Lender.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Stratus Technologies Bermuda Holdings Ltd.), Revolving Credit Agreement (Stratus Technologies Bermuda Holdings Ltd.)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, The Borrower or any Loan Party may at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding Expiration Date request the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters a letter of credit (each, a “Letter of Credit”), for its own account or the account of another Loan Party or any Subsidiary thereof (other than (i) after the Met Spinoff, the Met Public Company or any of its Subsidiaries and (ii) after the Thermal Spinoff, the Thermal Public Company or any of its Subsidiaries), or the amendment or extension of an existing Letter of Credit, by delivering or transmitting by facsimile or email (in “pdf,” “tif” or similar format), or having such other Loan Party or such Subsidiary deliver or transmit by facsimile or email (in “pdf,” “tif” or similar format) to an Issuing Lender selected by the Borrower (with a copy to the Administrative Agent) a completed application for letter of credit, or request for such amendment or extension, as applicable, in such form as such Issuing Lender may specify from time to time by no later than 10:00 a.m. at least five (5) Business Days, or such shorter period as may be approved agreed to by such Issuing Lender, in advance of the proposed date of issuance. The Borrower or any Loan Party shall authorize and direct each Issuing Lender to name the Borrower or such other Loan Party or Subsidiary thereof as the “Applicant” or “Account Party” of each Letter of Credit. Promptly after receipt of any letter of credit application, such Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Issuer application and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Letters of Credit may be issued in its reasonable discretion; provided that the Borrower form of a Standby Letter of Credit or a Commercial Letter of Credit. Letters of Credit shall be a co-applicantissued only in U.S. Dollars. For the avoidance of doubt, and be jointly and severally liable, with respect to the Loan Parties acknowledge that each Letter of Credit issued for the account of Persons other than the Loan Parties (even though the Borrower is a Restricted Subsidiaryco-applicant thereon) shall constitute an Investment and Guaranty in an amount equal to the face amount of such Letter of Credit, without duplication, and shall be subject to the limitations set forth herein.
(b) Notwithstanding Unless an Issuing Lender has received notice from any Lender, the foregoingAdministrative Agent or any Loan Party, at least one day prior to the requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.10 [Letters of Credit], such Issuing Lender or any of such Issuing Lender’s Affiliates will issue the proposed Letter of Credit or agree to such amendment or extension; provided that after giving effect thereto:
(i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no expire later than the earlier of (x) one year after subject to Section 2.10.1(c) [Issuance of Letters of Credit], twelve (12) months from the date of issuance thereofor extension, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e)Issuing Lender agrees, and (y) the Letter of Credit Maturity Expiration Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after unless the applicable Letter of Credit Issuer has received a written notice from Issuing Lender agrees and the Borrower or complies with the Administrative Agent stating that a Default or an Event requirements of Default has occurred and is continuing until such time as Section 2.10.10 [Cash Collateral Prior to the Letter of Credit Issuer Expiration Date]; and
(ii) in no event shall have received a written notice of (x) rescission the aggregate amount of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation Aggregate Sublimit at any one time outstanding, (y) the aggregate amount of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments Obligations with respect to such newly established Class Letters of Credit issued and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the outstanding by any Issuing Lender exceed its Letter of Credit IssuerIssuing Lender Sublimit at any one time or (z) the Revolving Facility Usage exceed, designate at any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement one time, the Revolving Credit Commitments. Each request for the issuance, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments amendment or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery extension of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit Participant in respect thereof and each or any amendment to a Letter of Credit Participant to the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(c) If the Borrower so requests in respect any applicable request for a Letter of Credit, the Issuing Lender may, in its discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have acquired from authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit Issuerat any time to an expiry date not later than the Letter of Credit Expiration Date; provided, on however, that the terms and conditions of Section 3.3 hereof, for Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted to issue such Letter of Credit Participant’s own account in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7.2 [Each Additional Loan or Letter of Credit] is not then satisfied, and riskin each such case directing the Issuing Lender not to permit such extension.
(d) Notwithstanding Section 2.10.1
(a) [Issuance of Letters of Credit], an undivided participation interest in such no Issuing Lender shall be under any obligation to issue any Letter of Credit Issuer’s obligations and rights under each if (i) any order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain such Existing Issuing Lender from issuing the Letter of Credit, or any Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Official Body with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit equal in particular or shall impose upon such Issuing Lender with respect to such the Letter of Credit Participant’s Revolving Credit Commitment Percentageany restriction, as applicablereserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, of or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good xxxxx xxxxx material to it, or (Aii) the outstanding amount available to be drawn under such Existing issuance of the Letter of Credit and would violate one or more policies of such Issuing Lender applicable to letters of credit generally.
(Be) On the aggregate amount Closing Date, the outstanding Letters of Credit previously issued by PNC as an “Issuing Lender” under the Existing Credit Agreements that are set forth on Schedule 2.10.1 (the “Existing Letters of Credit”) will automatically, without any action on the part of any outstanding reimbursement obligations in respect thereofPerson, be deemed to be Letters of Credit issued hereunder for the account of the Borrower for all purposes of this Agreement and the other Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (CNX Resources Corp), Credit Agreement (CONSOL Energy Inc)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forthforth herein, at any time and (i) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Facility Lenders set forth in this Section 2.05, (A) from time to time on and after any Business Day during the period from the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which until the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunderExpiration Date, to issue on its behalf)Dollar Letters of Credit and Canadian Letters of Credit for the account, and upon the request of and for the account request, of the Canadian Borrower or any one or more of its Restricted SubsidiarySubsidiaries and in support of (x) trade obligations of the Canadian Borrower and/or its Restricted Subsidiaries, letters which shall be payable at sight in Dollars or Canadian Dollars, as applicable (each such letter of credit (eachcredit, a “Trade Letter of Credit” and collectively, the “Trade Letters of Credit”) in and (y) such form as may be approved by other obligations of the Canadian Borrower incurred for its general corporate purposes (each such letter of credit, a “Standby Letter of Credit Issuer in its reasonable discretion; provided that Credit” and collectively, the Borrower shall be a co-applicant“Standby Letters of Credit”), and be jointly to amend or extend Letters of Credit previously issued by it, in accordance with subsection (c) below, and (B) to honor drawings under its Letters of Credit, and (ii) each Revolving Facility Lender severally liable, with respect agrees to each Letter participate in Letters of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (Canadian Borrower or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent Restricted Subsidiaries and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default drawing thereunder in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuingsubsection (e) below; provided that, (viii) no immediately after each Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3is issued, (i) each Existing Letter the aggregate amount of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder the L/C Obligations shall become a Letter of Credit outstanding under this Agreementnot exceed the L/C Sublimit, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) the Revolving Facility Credit Exposure shall not exceed the Revolving Committed Amount and (iii) with respect to each Letter individual Revolving Facility Lender, the aggregate outstanding principal amount of Credit Issuer that has issued an Existing such Revolving Facility Lender’s Revolving Facility Loans plus its Participation Interests in outstanding L/C Obligations plus its (other than the Swingline Lender’s) Participation Interests in outstanding Swingline Loans shall not exceed such Revolving Facility Lender’s Revolving Facility Percentage of the Revolving Facility Commitments. Each request by the Canadian Borrower or a Restricted Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to have granted each Letter be a representation by the Canadian Borrower and such Restricted Subsidiary that the issuance or amendment of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuercomplies with the conditions set forth in clauses (i) and (ii) of the proviso to the preceding sentence. Within the foregoing limits, on and subject to the terms and conditions of Section 3.3 hereof, for such Letter the Canadian Borrower’s ability to obtain Letters of Credit Participant’s own account shall be fully revolving, and riskaccordingly the Canadian Borrower may, an undivided participation interest during the period specified in such Letter clause (i)(A) above, obtain Letters of Credit Issuer’s obligations and rights under each such Existing Letter to replace Letters of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be that have expired or that have been drawn under such Existing Letter of Credit upon and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofreimbursed.
Appears in 2 contracts
Samples: Credit Agreement (Telesat Holdings Inc.), Credit Agreement (Telesat Canada)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein hereof, the Issuing Bank, in reliance on the agreements of the other Lenders set forthforth in subsection 3.3(a), at agrees to issue letters of credit (the "Letters of Credit") for the account of the Borrower on any time and Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time on and after by the Closing Date and prior Issuing Bank; provided that the Issuing Bank shall have no obligation to the date that is 15 days prior to the Revolving Credit Maturity Date, each issue any Letter of Credit Issuer agrees if, after giving effect to issue such issuance, (1) the L/C Obligations would exceed the L/C Commitment or cause its Affiliates (2) the Available Revolving Credit Commitment would be less than zero or other financial institution with which (3) the Aggregate Outstanding Revolving Credit Extensions of Credit would exceed the then aggregate Revolving Credit Commitments.
(b) Each Letter of Credit Issuer shall:
(i) be denominated in Dollars and shall have entered into an agreement regarding the issuance of letters be either (A) a standby letter of credit hereunder, issued to issue on its behalf), upon the request of and for the account support obligations of the Borrower or any Restricted Subsidiary, letters contingent or otherwise, in connection with the working capital and business needs of the Borrower or such Restricted Subsidiary, as the case may be, in the ordinary course of business, or (B) a commercial letter of credit (each, a “Letter issued in respect of Credit”) in such form as may be approved the purchase of goods or services by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter or any Restricted Subsidiary in the ordinary course of Credit issued for the account of a Restricted Subsidiary.business; and
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring expire no later than the earlier of (xA) one year after the date of issuance thereof, unless otherwise agreed upon by or renewal thereof in accordance with the Administrative Agent and the applicable term of such Letter of Credit; provided that any Letter of Credit Issuer or as provided under Section 3.2(e), with an expiry date occurring one year after its issuance may be renewed for additional one-year periods and (yB) five Business Days prior to the Letter of Revolving Credit Maturity Termination Date, .
(vc) each Each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect Uniform Customs and, to such newly established Class and the satisfaction extent not inconsistent therewith, the laws of the Conditions set forth in Section 7, the Borrower may, with the written consent State of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableNew York.
(d) On the Closing Date, without further action by The Issuing Bank shall not at any party hereto (including the delivery of a time be obligated to issue any Letter of Credit Request hereunder if such issuance would conflict with, or cause the Issuing Bank or any consent ofL/C Participant to exceed any limits imposed by, or confirmation by or to, the Administrative Agent), subject to the terms any applicable Requirement of this Section 3, Law.
(ie) each Existing Letter Letters of Credit set forth issued under the Existing Credit Agreement which are outstanding on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, the Closing Date shall be deemed to be a Letter Letters of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofClosing Date.
Appears in 2 contracts
Samples: Quarterly Report, Credit Agreement (El Paso Energy Partners Lp)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forthof this Agreement, at any time and provided that no Default or Unmatured Default has occurred and is continuing and the Borrower has provided the Administrative Agent and the applicable Issuer with an Issuance Request, the applicable Issuer will issue one or more Letters of Credit from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and Facility Termination Date for the account of the Borrower; it being understood and agreed that subject to the other terms of this Agreement the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter obtain for its account Letters of Credit Issuer in on behalf of any of its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Subsidiaries. Each Letter of Credit shall be issued for the Stated Amount purpose of which, when added to securing the Letter trade payables or other obligations of Credit Obligations at such time, would exceed the Letter Borrower or a Subsidiary or Affiliate of Credit Sub-Commitment then in effect, (ii) no Letter of Credit the Borrower and shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at in such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit form as shall be required reasonably acceptable to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Issuer and all legal and regulatory matters in respect of each Letter of Credit to be issued by an Issuer or as provided under Section 3.2(e), shall be reasonably satisfactory to such Issuer and (y) its counsel. Each Issuer will immediately notify the Administrative Agent of the issuance of each Letter of Credit Maturity Dateby such Issuer and immediately provide a copy of each Letter of Credit issued by such Issuer to the Administrative Agent; provided that the failure to so notify the Administrative Agent or so provide a copy to the Administrative Agent shall not limit or impair the Borrower's Obligations hereunder, including, without limitation, its Obligations to reimburse drawings under or in respect of each such Letter of Credit. Subject to the other terms and conditions hereof, upon the request of the Borrower, if First Chicago is the designated Issuer, First Chicago shall issue the applicable Letter of Credit and if any other Lender is the designated Issuer, such Lender may, but shall not be obligated to, issue such Letter of Credit. Subject to the terms of this Agreement, the amount, expiry date, date of issuance, the currency (vwhich may be U.S. Dollars, Canadian Dollars or Pounds Sterling) and the beneficiary of each Letter of Credit shall be denominated as specified by the Borrower in Dollarsa written Issuance Request delivered to the Administrative Agent and the applicable Issuer (by messenger, mail or electronic transmission, including facsimile transmission) not less than two (vi2) no Letter Business Days prior to the requested date of issuance. Within ten (10) days after the beginning of each month, the Administrative Agent shall give each Lender written notice of all Letters of Credit issued during the preceding month. The Letters of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to not have a Letter of Credit issued in its favor, an expiration date later than 5:00 p.m. (viiChicago time) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofFacility Termination Date.
Appears in 2 contracts
Samples: 364 Day Revolving Credit Agreement (Dynegy Inc), Credit Agreement (Dynegy Inc)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forthhereof, at any time and Borrower shall have the right, in addition to Revolving Credit Loans provided for in Section 2.1, to utilize the Revolving Credit Commitments from time to time on and after the Closing Date and prior to the date that which is 15 thirty (30) days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding Date by obtaining the issuance of letters Standby Letters of credit hereunder, to issue on its behalf), upon the request of and Credit for the account of Borrower by the Issuing Bank if Borrower or any Restricted Subsidiary, shall so request in the notice referred to in Section 2.3(b)(i) (such letters of credit (each, a and any outstanding letters of credit issued under and pursuant to the Existing Credit Agreement being collectively referred to as the “Letter Letters of Credit”); provided, however, that Borrower shall not be permitted to obtain the issuance of Letters of Credit hereunder at anytime in excess of the Availability at such time (calculated immediately prior to giving effect to the issuance of such Letters of Credit) in such form as may be approved by such and the aggregate of all Letter of Credit Issuer in its reasonable discretion; provided that the Borrower Liabilities at any one time outstanding shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would not exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter $30,000,000. The Letters of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall Dollars and may be issued if it would be illegal under any Applicable Law for to support obligations of Borrower permitted pursuant to this Agreement. Upon the beneficiary date of the Letter issuance of Credit to have a Letter of Credit issued in its favorCredit, (vii) no Letter of Credit the Issuing Bank shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Datedeemed, without further action by any party hereto (including hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation, to the delivery extent of a such Lender’s Revolving Credit Percentage, in the Letter of Credit Request or any consent of, or confirmation by or to, and the Administrative Agent), subject to the terms of this Section 3, (i) each Existing related Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Liabilities. No Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter shall have an expiry date of Credit Issuer that has issued an Existing Letter one year after the date of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofissuance.
Appears in 2 contracts
Samples: Credit Agreement (Aventine Renewable Energy Holdings Inc), Credit Agreement (Aventine Renewable Energy Holdings Inc)
Issuance of Letters of Credit. (a) Subject to and upon The Borrower may request the terms and conditions herein set forth, Issuing Bank at any time and from time to time on during the Commitment Period to issue, and after subject to and upon all of the Closing Date terms and prior to conditions of this Agreement (including the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), conditions set forth in Sections 6.1 and 6.2) and in reliance upon the request representations and warranties of and the Borrower herein set forth the Issuing Bank shall issue, for the account of the Borrower and for the benefit of the holder(s) (or any Restricted Subsidiarytrustee, agent or other representative of such holder(s)) of Letter of Credit Supportable Obligations of the Borrower and its Subsidiaries, one or more irrevocable standby letters of credit (eachin the form customarily used by such Issuing Bank, a “Letter of Credit”) or in such other form as may be has been approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations Issuing Bank and the Revolving Credit Loans and Swingline Loans outstanding at such timeAdministrative Agent, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment support of such Letter of Credit Issuer Supportable Obligations; provided, however, that:
(or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v1) each Letter of Credit shall be denominated in Dollars, a minimum stated amount of $100,000,
(vi2) no each Letter of Credit by its terms shall terminate no later than fifteen (15) days prior to the Maturity Date, and
(3) in no event shall any Letter of Credit be issued if it the issuance thereof would be illegal under any Applicable Law for cause the beneficiary aggregate amount of the then outstanding Letter of Credit Liabilities to exceed the aggregate amount of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of creditCommitments.
(cb) In connection with The Borrower may request the establishment of Issuing Bank at any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments time and from time to time during the Commitment Period to extend, and subject to the availability and upon all of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereofthis Agreement (including the conditions set forth in Sections 6.1 and 6.2) and in reliance upon the representations and warranties of the Borrower herein set forth the Issuing Bank shall extend, for such the expiration date of an outstanding Letter of Credit Participant’s own account and riskCredit; provided, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under however, that each such Existing Letter extension shall be subject to all applicable limitations and other provisions set forth in paragraph (a) of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofthis Section 2.3.1.
Appears in 2 contracts
Samples: Credit Agreement (America Service Group Inc /De), Credit Agreement (America Service Group Inc /De)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof hereof, each Revolving Fronting Bank agrees to issue letters of credit under this Section 2.03(a) upon the Borrower’s request and for the Borrower account or the account of any of the Borrower’s Subsidiaries, from time to time during the Revolving Credit Period; provided, however, that in no event shall (including Section 4.1i) as if each such Letter the aggregate Available Amount for all Revolving Letters of Credit was issued by exceed the applicable Letter of Revolving Credit Issuer pursuant to this Agreement Loan Facility at such time and (ii) each a Revolving Letter of Credit Issuer that has be issued with an Available Amount in excess of the Unused Revolving Credit Commitments of the Revolving Credit Loan Banks at such time. In addition, and notwithstanding any reference in any Existing Letter of Credit to the Former Bank Credit Agreement, on and as of the Effective Date, (x) each Existing Letter of Credit shall be deemed to have granted each be a Revolving Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be to have been issued on the Effective Date (by the Revolving Fronting Bank that issued or was deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each issued such Existing Letter of Credit equal under the Former Bank Credit Agreement) pursuant to this Section 2.03(a), (y) participations in such Letter Existing Letters of Credit Participant’s held by the Revolving Credit Commitment Percentage, as applicable, of Loan Banks under the Former Bank Credit Agreement shall be deemed to be cancelled and (Az) the outstanding Revolving Credit Loan Banks under this Agreement shall be deemed to hold participations in such Existing Letters of Credit in the amount available required so that the participations of such Revolving Credit Loan Banks shall be in proportion to be drawn their respective Revolving Credit Loan Commitments; provided, however, that nothing in this Section 2.03(a) shall extend, modify or otherwise affect the existing expiry date under any such Existing Letter of Credit. Notwithstanding the foregoing, (x) each Revolving Credit Loan Bank that is a Revolving Fronting Bank, in its separate capacity as a Revolving Fronting Bank, shall only be obligated to issue at any time Revolving Letters of Credit having an aggregate face amount at any time that is equal to the unused Revolving Credit Loan Commitment of such Revolving Credit Loan Bank at such time and (By) each other Revolving Fronting Bank shall only be obligated to issue Revolving Letters of Credit having an aggregate face amount at any time that is equal to such Revolving Fronting Bank’s commitment at such time as set forth in the aggregate amount relevant Revolving Fronting Bank Agreement. Any “Revolving Letters of any Credit” outstanding reimbursement obligations in respect thereofunder the Existing Bank Credit Agreement on the Amendment and Restatement Effective Date shall remain outstanding as Revolving Letters of Credit hereunder.
Appears in 2 contracts
Samples: Credit and Reimbursement Agreement (Aes Corp), Credit and Reimbursement Agreement (Aes Corp)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forthhereof, at any time and the LC Issuer agrees, upon proper submission of a Letter of Credit Application by Borrower, to issue on behalf of the Lenders from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Commitment Termination Date, each Letter Letters of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter Borrower. The Letters of Credit shall have an expiration date occurring no not later than the earlier of (xi) one year after the date of issuance thereofor (ii) five Business Days prior to the Commitment Termination Date. The LC Obligations at any time outstanding shall not exceed the lesser of (a) $50,000,000, unless otherwise agreed upon by or (b) the Administrative Agent and the applicable Aggregate Commitment less outstanding Revolving Loan Advances less outstanding Swingline Advances. The amount of any Letter of Credit Issuer or as provided outstanding at any time for all purposes hereof shall be the maximum amount which could be drawn thereunder under Section 3.2(e), any circumstances from and (y) after the date of determination. Each Letter of Credit Maturity Date, (v) issued pursuant to this Agreement and each unreimbursed drawing thereunder shall count as usage of the Commitments by the amount of such Letter of Credit shall be denominated in Dollars, (vi) no outstanding and each unreimbursed drawing thereunder unless and until such Letter of Credit expires by its terms or otherwise terminates or the amount of a drawing thereunder is reimbursed. Each such Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit pursuant to have a Letter of Credit issued in its favor, (vii) no Application and the Master Letter of Credit Agreement and shall conform to the general requirements of the LC Issuer for the issuance of such credits, as to form and substance, shall be issued after subject to the applicable Uniform Customs and Practices for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, or the International Standby Practices, International Chamber of Commerce Publication No. 590, as applicable, and shall be a letter of credit which the LC Issuer may lawfully issue. If and to the extent a drawing is at any time made under any Letter of Credit, the LC Issuer shall give notice on the day of such drawing to Borrower, the Administrative Agent and the other Lenders of such drawing and Borrower agrees to pay to the LC Issuer immediately and unconditionally upon demand for reimbursement, in lawful money of the United States, an amount equal to each amount which shall be so drawn, together with interest from the date of such drawing to and including the date such payment is reimbursed to the LC Issuer or converted to Revolving Loans as provided herein at a variable rate per annum equal to the Floating Rate. All such interest shall be calculated on the basis of the actual number of days elapsed and a 360-day year. In the event that a drawing under any Letter of Credit is not reimbursed by Borrower by 11:00 A.M. (Chicago time) on the first Business Day after such notice to Borrower, the LC Issuer has received a written notice from the Borrower or shall promptly notify the Administrative Agent stating and the Lenders by 12:00 noon (Chicago time) that a Default or an Event Advances under the Commitments are required to reimburse the LC Issuer. Borrower hereby irrevocably authorizes the Lenders to refinance, without notice to Borrower, the reimbursement obligation of Default has occurred and is continuing until Borrower arising out of any such time as the drawing under any Letter of Credit into Revolving Loans (as long as notice to the Lenders that Advances under the Commitments are required to reimburse the LC Issuer shall have received a written notice of (x) rescission of such notice from for draws under the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter Letters of Credit shall be issued is received prior to the Commitment Termination Date), evidenced by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments Notes and subject to the availability of unused Commitments with respect to such newly established Class for all purposes under, on and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if of this Agreement, but without regard to the conditions precedent to making an Advance under the Commitments or to any requirement of this Agreement that each such Revolving Advance be in a minimum amount or multiple, provided, however, that an Advance under the Commitments in spite of Borrower’s failure to satisfy any conditions precedent to making an Advance shall not constitute a waiver of any Default or Unmatured Default by the Lenders. This Agreement and the other Loan Documents shall supersede any terms of any Letter of Credit was issued by Application, the applicable Master Letter of Credit Agreement or other documents which are inconsistent with the terms hereof or thereof. By 2:00 P.M. (Chicago time) on the date the Lenders have received notice that Advances under the Commitments are required to reimburse the LC Issuer pursuant for draws under the Letters of Credit, each Lender severally agrees to this Agreement and make its portion of the Revolving Loan then being made by making available to the Administrative Agent, by wire transfer to the Administrative Agent’s main office in Chicago, Illinois, the amount to be advanced by such Lender. By 2:30 P.M. (iiChicago time) each Letter on such date, the Administrative Agent shall reimburse the LC Issuer, but only from funds received by the Administrative Agent, the amount paid on Letters of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuerdate, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofby wire transfer.
Appears in 2 contracts
Samples: Credit Agreement (Vectren Corp), Credit Agreement (Vectren Corp)
Issuance of Letters of Credit. (a) Subject to and upon The Borrower shall give the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and applicable Issuing Lender prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each written notice (a “Letter of Credit Issuer agrees Request”) not later than 11:00 A.M. (Chicago time) on the Business Day immediately preceding the date on which the issuance or amendment of a Letter of Credit is requested or, in the case of a requested Letter of Credit to issue be denominated in an Alternative Currency, on the Business Day immediately preceding the date on which the issuance or amendment of such a Letter of Credit is requested (or, in either case, such shorter time if consented to by the Administrative Agent and such Issuing Lender), specifying:
(i) the requested date for issuance or cause its Affiliates or other financial institution with amendment of such Letter of Credit, which shall be a Business Day;
(ii) the expiry date of such Letter of Credit, which shall be a Business Day;
(iii) the beneficiary of such Letter of Credit;
(iv) the aggregate face amount of such Letter of Credit and the requested currency in which such Letter of Credit is to be denominated;
(v) whether the Letter of Credit Issuer shall have entered into an agreement regarding the issuance to be issued is a Financial Letter of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower Credit or any Restricted Subsidiary, letters of credit (each, a “Performance Letter of Credit”; and
(vi) the conditions for drawing to be included in such form as may be approved by Letter of Credit. Each such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower Request shall be a co-applicantby telecopier, telex or cable, confirmed immediately in writing by mail, in substantially the form of Exhibit D and be jointly and severally liable, with respect to each Letter executed by an Authorized Officer of Credit issued for the account of a Restricted SubsidiaryBorrower.
(b) Notwithstanding the foregoing, (i) no Upon receipt of a Letter of Credit Request, the applicable Issuing Lender shall be issued promptly send a copy thereof to the Stated Amount Administrative Agent who shall then notify each Lender of whichthe contents thereof. Upon satisfaction of the conditions precedent specified in Article IV hereof, when added and subject to the provisions of Section 3.2(c), such Issuing Lender shall issue the Letter of Credit Obligations at such time, would exceed requested to be issued by it or amend the Letter of Credit Sub-Commitment then requested to be amended, as the case may be, on the date specified in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) Request; provided that no Letter of Credit Issuing Lender shall be required to be issued by issue or maintain a Letter of Credit Issuer having an expiry date later than the Stated Amount date specified in Section 3.1. Promptly after the issuance by an Issuing Lender of which, when added to such a Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates)Credit, would exceed the Revolving Credit Commitment such Issuing Lender shall furnish a copy of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by to the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of creditBorrower.
(c) In connection with the establishment case of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding a requested Letter of Credit to be a Letter denominated in an Alternative Currency, the obligation of Credit issued pursuant the applicable Issuing Lender to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation issue such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), is subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued confirmation by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject such Issuing Lender to the terms and conditions hereof (including Section 4.1) as if each Administrative Agent on the Business Day of the requested date of such issuance that such Issuing Lender agrees to issue such Letter of Credit was issued in the requested Alternative Currency, which confirmation shall be promptly forwarded by the applicable Administrative Agent to the Borrower. If such Issuing Lender shall not have so provided to the Administrative Agent such confirmation, the Administrative Agent shall promptly notify the Borrower that such Issuing Lender has not provided such confirmation, and the Borrower’s request for such Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit in such Alternative Currency shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on been thereupon withdrawn by the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofBorrower.
Appears in 2 contracts
Samples: Credit Agreement (Great Lakes Dredge & Dock CORP), Credit Agreement (Great Lakes Dredge & Dock CORP)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after 2.9.1.1 On the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter the outstanding Letters of Credit Issuer agrees previously issued by PNC as an “Issuing Lender” under the 2010 Credit Agreement that are set forth on Schedule 2.9 (the “Existing Letters of Credit”) will automatically, without any action on the part of any Person, be deemed to issue (or cause its Affiliates or other financial institution with which the Letter be Letters of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and issued hereunder for the account of the Borrower or any Restricted Subsidiaryfor all purposes of this Agreement and the other Loan Documents. In addition, letters subject to the terms and conditions of this Agreement, Borrower may request the issuance of a letter of credit (each, each a “Letter of Credit”) on behalf of itself or another Loan Party or any Affiliate thereof by delivering or having such other Loan Party or such Affiliate deliver to an Issuing Lender (with a copy to the Administrative Agent) a completed application and agreement for letters of credit and other Issuer Documents in such form as such Issuing Lender may specify from time to time by no later than 11:00 a.m., at least three (3) Business Days, or such shorter period as may be approved agreed to by such Letter Issuing Lender, in advance of Credit Issuer in its reasonable discretion; provided that the proposed date of issuance. The Borrower shall be a co-applicant, applicant and be jointly and severally liable, a co-obligor with respect to each Letter of Credit issued for the account of any other Loan Party or such Affiliate, in which case each of the co-applicants and co-obligors will have joint and several liability with respect to any such Letter of Credit. The Issuing Lender and the Lenders shall be permitted to seek reimbursement of any LC Disbursement directly from the Borrower and shall have no obligation to pursue any action against any co-applicant. Letters of Credit may be issued in the form of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Standby Letter of Credit or a Commercial Letter of Credit. Letters of Credit shall only be issued in U.S. Dollars. For the Stated Amount avoidance of whichdoubt, when added to the Loan Parties acknowledge that each Letter of Credit Obligations at such timeissued for the account of Persons other than the Loan Parties (even though the Borrower is a co-applicant thereon) shall constitute an Investment and Guaranty, would exceed the Letter of Credit Sub-Commitment then in effectwithout duplication, (ii) no Letter of Credit and shall be issued the Stated Amount of which, when added subject to the Letter limitations set forth herein. Promptly after receipt of Credit Obligations and any letter credit application, the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed applicable Issuing Lender shall confirm with the Total Revolving Credit Commitment then Administrative Agent (by telephone or in effect, (iiiwriting) no Letter of Credit shall be required to be issued by that the Administrative Agent has received a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment copy of such Letter of Credit application from the Borrower and, if not, such Issuing Lender shall provide the Administrative Agent with a copy of the application and all of the Issuer Documents. Unless such Issuing Lender has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in this Agreement shall not then be satisfied, then, such Issuing Lender may issue the applicable Letter of Credit in accordance with its Affiliates)standard customs and practices and such Letter of Credit shall constitute a “Letter of Credit” hereunder. Promptly after its delivery of any Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit.
2.9.1.2 The Borrower may make a request for the issuance of Letters of Credit from any Issuing Lender, at Borrower’s election, at any time and from time to time during the Revolving Availability Period. Subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.9, such Issuing Lender or any of the Issuing Lender’s Affiliates will issue, amend, extend or renew a Letter of Credit; provided that after giving effect to such issuance, amendment, extension or renewal:
(ivi) each Letter of Credit shall have an expiration date occurring no later than expire at or prior to the close of business on the earlier of (xA) one year after the date twenty-four (24) months from the date of issuance issuance; provided that any such Letter of Credit may automatically renew if such Letter of Credit has an automatic renewal feature set forth in the terms thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Issuing Lender or Issuing Lender’s Affiliate gives notice of non-renewal of such Letter of Credit, or (B) a date that is ten (10) Business Days prior to the Expiration Date; provided that any Letter of Credit Issuer or as provided under scheduled to expire after the Expiration Date is subject to the requirements in Section 3.2(e), and 2.9.10 [Cash Collateral Prior to the Expiration Date]; and
(yii) the Letter of Credit Maturity Date, (v) each Letter of Credit Obligations shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for not exceed the beneficiary amount of the Letter of total Revolving Credit to have a Letter of Credit issued in its favorCommitments minus the Loans. Notwithstanding the foregoing, (vii) no Letter of Credit Issuing Lender shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters any Letter of credit and (xCredit if a default of any Lender’s obligations to fund under Section 2.9.3.2(i) in no event shall SunTrust Bank be required to issue commercial [Participations, Disbursements, Reimbursement] exists or trade letters of credit.
(c) In connection any Lender is at such time a Defaulting Lender hereunder, unless such Issuing Lender has entered into satisfactory arrangements with the establishment of any Extended Revolving Credit Commitments Borrower or Additional/Replacement Revolving Credit Commitments and subject such Lender to the availability of unused Commitments eliminate such Issuing Lender’s risk with respect to such newly established Class and Lender. In the satisfaction event of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on inconsistency between the terms and conditions of Section 3.3 hereofthis Agreement and the terms and conditions of any Issuer Documents, for relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Issuing Lender shall amend any Letter of Credit if such Issuing Lender would not be permitted at such time to issue such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights the amended form under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofterms hereof.
Appears in 2 contracts
Samples: Credit Agreement (CONSOL Energy Inc), Revolving Credit Facility (CONSOL Energy Inc)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein limitations set forthforth in Section 2.1(a), at any time and the Borrower shall be entitled to request the issuance of Letters of Credit, from time to time on and after from the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Commitment Termination Date, each by giving the Issuing Bank a Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which Request at least 1 Business Day before the Letter requested date of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower (which shall be a co-applicant, and be jointly and severally liable, with respect to each Business Day). Any Letter of Credit issued Request received by the Issuing Bank later than 3:00 p.m., Los Angeles time, shall be deemed to have been received on the next Business Day. Each Letter of Credit Request shall be delivered by telecopier (but shall be deemed to be an original for all purposes), shall be signed by an Authorized Officer, shall be irrevocable and shall be effective upon receipt by the account Issuing Bank. Provided that a valid Letter of Credit Request has been received by the Issuing Bank and upon fulfillment of the other applicable conditions set forth in Article 4, the Issuing Bank will issue the requested Letter of Credit. No Letter of Credit may have an expiration date later than 60 days after the Commitment Termination Date. Notwithstanding the foregoing provisions of this Section 2.9(a), if the Borrower gives the Issuing Bank notice, by telephone confirmed promptly by telecopier, of a Restricted Subsidiaryrequest for a Letter of Credit by noon, Los Angeles time, on the proposed day of issuance of such Letter of Credit, the Issuing Bank will use commercially reasonable efforts (but shall not be obligated) to issue such Letter of Credit on the day on which such notice is given; provided, however, that the Issuing Bank shall no longer be required to use commercially reasonable efforts as described in this sentence if the Issuing Bank, at its sole option exercisable at any time, gives the Borrower notice of the same.
(b) Notwithstanding Immediately upon the foregoing, (i) no Letter issuance of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7Credit, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit Issuing Bank shall be deemed to have granted sold and transferred to each Letter of Credit Participant in respect thereof other Lender, and each Letter of Credit Participant in respect thereof other Lender shall be deemed to have acquired purchased and received from such Letter of Credit Issuerthe Issuing Bank, on the terms in each case irrevocably and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and riskwithout any further action by any party, an undivided interest and participation interest in such Letter of Credit Issuer’s Credit, each drawing thereunder and the obligations and rights of the Borrower under each such Existing Letter of Credit this Agreement in respect thereof in an amount equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, the product of (Ai) a fraction the numerator of which is the amount of the Commitment of such Lender and the denominator of which is the Maximum Aggregate Commitment and (ii) the outstanding maximum amount available to be drawn under such Existing Letter of Credit (assuming compliance with all conditions to drawing). The Issuing Bank will promptly advise each other Lender of the issuance of each Letter of Credit, the Letter of Credit Amount of such Letter of Credit, any change in the face amount or expiration date of such Letter of Credit, the cancellation or other termination of such Letter of Credit and (B) the aggregate amount any drawing under such Letter of any outstanding reimbursement obligations in respect thereofCredit.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Frontier Oil Corp /New/), Revolving Credit Agreement (Frontier Oil Corp /New/)
Issuance of Letters of Credit. (a) Subject The Borrower shall give the Administrative Agent not less than three Business Days prior written notice of a request for the issuance of a Letter of Credit, and the Administrative Agent shall promptly notify each Lender of such request. Upon receipt of the Borrower's properly completed and duly executed Applications, and subject to and upon the terms of such Applications and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to terms of this Agreement, including, without limitation, the Revolving Credit Maturity Datesatisfaction of the conditions set forth in Section 4.02 hereof, each Letter of Credit Issuer the Administrative Agent agrees to issue (or cause its Affiliates or other financial institution with which Letters of Credit on behalf of the Borrower in an aggregate face amount not in excess of the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Commitment. No Letter of Credit shall have an expiration date occurring no later than a maturity extending beyond the earlier earliest of (xi) the Maturity Date, or (ii) one year after from the date of issuance thereofits issuance, unless otherwise agreed upon by or (iii) such earlier date as may be required to enable the Administrative Agent and the applicable Letter of Credit Issuer or as provided Borrower to satisfy its repayment obligations under Section 3.2(e), 2.06 hereof. Subject to such maturity limitations and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) so long as no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice or would result from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery renewal of a Letter of Credit Request or any consent of, or confirmation by or toCredit, the Letters of Credit may be renewed by the Administrative Agent)Agent in its discretion. The Lenders shall participate ratably in any liability under the Letters of Credit (including, subject without limitation, the Existing Letter of Credit) and in any unpaid reimbursement obligations of the Borrower with respect to any Letter of Credit in their Revolver A Specified Percentages. The amount of the terms Letters of this Section 3Credit issued and outstanding and the unpaid reimbursement obligations of the Borrower for such Letters of Credit shall reduce the amount of Revolver A Commitment available, so that at no time shall the sum of (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit all outstanding under this AgreementRevolver A Advances in the aggregate, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and plus (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant all outstanding Swingline Advances in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuerthe aggregate, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of plus (Aiii) the aggregate face amount of all outstanding amount Letters of Credit, plus (iv) (without duplication) all outstanding reimbursement obligations related to Letters of Credit, exceed the Revolver A Commitment, and at no time shall the sum of all Revolver A Advances by any Lender made plus its ratable share of Swingline Advances and amounts available to be drawn under such Existing Letter the Letters of Credit and (B) the aggregate amount of any outstanding unpaid reimbursement obligations of the Borrower in respect thereofof such Letters of Credit exceed its Revolver A Specified Percentage of the Revolver A Commitment.
Appears in 2 contracts
Samples: Credit Agreement (Qwest Communications International Inc), Credit Agreement (Qwest Communications International Inc)
Issuance of Letters of Credit. (a) Subject to and upon all of the terms and conditions herein hereof, Issuing Bank agrees to establish the LC Facility pursuant to which, during the period from the date hereof to (but excluding) the 30th day prior to the last day of the Term, Issuing Bank shall issue one or more Letters of Credit on Borrower Representative’s request therefor from time to time, subject to the following terms and conditions:
(i) Issuing Bank shall have no obligation to issue any Letter of Credit unless (x) at least 3 Business Days prior to the date of issuance of a Letter of Credit, Issuing Bank receives an LC Request, LC Application and such other instruments and agreements as Issuing Bank may customarily require for the issuance of a letter of credit of equivalent type and amount as the requested Letter of Credit, and (y) each of the LC Conditions is satisfied on the date of Issuing Bank’s receipt of the LC Request and at the time of the requested issuance of a Letter of Credit. If Issuing Bank shall have received written notice from a Lender on or before the Business Day immediately prior to the date of Issuing Bank’s issuance of a Letter of Credit that one or more of the conditions set forthforth in Section 11 has not been satisfied, at Issuing Bank shall have no obligation to issue the requested Letter of Credit or any time and other Letter of Credit until such notice is withdrawn in writing by that Lender or until the Required Lenders shall have effectively waived such condition in accordance with this Agreement. In no event shall Issuing Bank be deemed to have notice or knowledge of any existence of any Default or Event of Default or the failure of any conditions in Section 11 to be satisfied prior to its receipt of such notice from a Lender.
(ii) Letters of Credit may be requested by a Borrower only if they are to be used (a) to support obligations of such Borrower or one of its Subsidiaries (including with respect to discontinued operations), on a standby basis, (b) as documentary Letters of Credit, or (c) for such other purposes as Agent may approve from time to time in writing.
(iii) Borrowers shall comply with all of the terms and conditions imposed on and after the Closing Date and prior to the date Borrowers by Issuing Bank that are contained in any LC Application or in any other agreement executed by or binding upon any Borrower that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (customarily or cause its Affiliates or other financial institution reasonably required by Issuing Bank in connection with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit. If Issuing Bank shall honor any request for payment under a Letter of Credit, Borrowers shall be jointly and severally obligated to pay to Issuing Bank, in Dollars on the same day as the date on which payment was made by Issuing Bank (the “Reimbursement Date”) in such form as may be approved ), an amount equal to the amount paid by Issuing Bank under such Letter of Credit Issuer (or, if payment thereunder was made by Issuing Bank in a currency other than Dollars, an amount equal to the Dollar equivalent of such currency, as determined by Issuing Bank, as of the time of Issuing Bank’s payment under such Letter of Credit, in each case), together with interest from and after the Reimbursement Date until Full Payment is made by Borrowers at the Default Rate for Revolver Loans constituting Base Rate Loans. Until Issuing Bank has received payment from Borrowers in accordance with the foregoing provisions of this clause (iii), Issuing Bank, in addition to all of its reasonable discretion; provided that the Borrower other rights and remedies under this Agreement and any LC Application, shall be a co-applicant, fully subrogated to the rights and be jointly and severally liable, with respect to remedies of each beneficiary under such Letter of Credit issued for whose claims against Borrowers have been discharged with the account proceeds of such Letter of Credit. Whether or not a Restricted SubsidiaryBorrower submits any Notice of Borrowing to Agent, Borrowers shall be deemed to have requested from Lenders a Borrowing of Base Rate Loans in an amount necessary to pay to Issuing Bank all amounts due Issuing Bank on any Reimbursement Date and each Lender agrees to fund its Pro Rata share of such Borrowing whether or not any Default or Event of Default has occurred or exists, the Commitments have been terminated, the funding of the Borrowing would result in (or increase the amount of) any Out-of-Formula Condition, or any of the conditions set forth in Section 11 are not satisfied.
(biv) Notwithstanding As among Borrowers, Lenders, Agent and Issuing Bank, Borrowers assume all risks of the foregoingacts, (i) no omissions or misuses of any Letter of Credit by the beneficiary thereof. The obligation of Borrowers to reimburse Issuing Bank for any payment made by Issuing Bank under a Letter of Credit shall be issued the Stated Amount absolute, unconditional, irrevocable and joint and several and shall be paid without regard to any lack of which, when added to the validity or enforceability of any Letter of Credit Obligations or the existence of any claim, setoff, defense or other right which Borrowers may have at any time against a beneficiary of any Letter of Credit. In connection with the issuance of any documentary Letter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any Goods purported to be represented by any documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in the documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; the time, would exceed place, manner or order in which shipment of Goods is made; partial or incomplete shipment of, or failure or omission to ship, any or all of the goods referred to in a documentary Letter of Credit Sub-Commitment then or documents applicable thereto; any deviation from instructions, delay, default or fraud by the shipper and/or any Person in effectconnection with any goods or any shipping or delivery thereof; any breach of contract between the shipper or vendors and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher, unless such errors, omissions, interruptions or delays are the result of the gross negligence or willful misconduct of Issuing Bank; errors in interpretation of technical terms; the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; or any consequences arising from causes beyond the control of Issuing Bank, including any act or omission (iiwhether rightful or wrongful) no of any present or future Governmental Authority. The rights, remedies, powers and privileges of Issuing Bank under this Agreement with respect to Letters of Credit shall be in addition to, and cumulative with, all rights, remedies, powers and privileges of Issuing Bank under any of the LC Documents. Nothing herein shall be deemed to release Issuing Bank from any liability or obligation that it may have in respect to any Letter of Credit arising out of and directly resulting from its own gross negligence or willful misconduct.
(v) No Letter of Credit shall be issued extended or amended in any respect that is not solely ministerial, unless all of the Stated Amount LC Conditions are met as though a new Letter of whichCredit were being requested and issued. With respect to any Letter of Credit that contains any “evergreen” or automatic renewal provision, when added each Lender shall be deemed to have consented to any such extension or renewal, unless any such Lender shall have provided to Agent written notice that it declines to consent to any such extension or renewal at least 30 days prior to the date on which Issuing Bank is entitled to decline to extend or renew the Letter of Credit Obligations Credit. If all of the LC Conditions are met and no Default or Event of Default exists, each Lender shall be deemed to have consented to any such extension or renewal.
(vi) Unless otherwise provided in any of the Revolving Credit Loans LC Documents, each LC Application and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no each standby Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class then current Uniform Customs and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate Practice for Documentary Credits and any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments amendments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicablerevisions thereto.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 2 contracts
Samples: Loan and Security Agreement (Enpro Industries, Inc), Loan and Security Agreement (Enpro Industries, Inc)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forthforth in this Agreement, at any time and from time to time on and after from the Closing Date and prior to through the date day that is 15 thirty (30) days prior to the Revolving Credit Maturity Date, each Letter Agent shall issue such Letters of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), as Borrower may request upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request to Agent, provided that (i) no Default or any consent ofEvent of Default shall have occurred and be continuing, or confirmation by or to(ii) upon issuance of such Letter of Credit, the Administrative AgentOutstanding Letters of Credit shall not exceed $100,000,000, (iii) upon the issuance of such Letter of Credit, the amount of all Outstanding Letters of Credit, Swing Line Loans and Revolving Loans shall not exceed the aggregate Revolving Commitments of all Revolving Lenders, (iv) the conditions set forth in §10 and §11, as applicable, shall have been satisfied, (v) upon the issuance of such Letter of Credit, the amount of all Outstanding Letters of Credit and Outstanding Loans shall not result in a violation of the covenant set forth in §9.2(b), subject (vi) in no event shall any amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under such Letter of Credit, and (vii) the term of any Letter of Credit shall not exceed the Revolving Credit Maturity Date. The foregoing requirements shall not limit the ability of Borrower to obtain Letters of Credit in face amounts that are not rounded to the nearest $1,000 or other amount. Each Letter of Credit shall be issued pursuant to a Reimbursement Agreement; provided that to the extent any of the terms of the Reimbursement Agreement are contrary to the terms of this Section 3Agreement, (i) each Existing the terms of this Agreement shall control. Each Revolving Lender acknowledges and agrees that, if and to the extent Agent agrees to reimburse or otherwise indemnify the issuer of any Prior Letter of Credit set forth on Schedule 1.1(b) hereto issued by for draws thereunder or other obligations of a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this AgreementLoan Party arising in connection therewith, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit Revolving Lender shall be deemed to have granted purchased a participation in such reimbursement or indemnification obligation of Agent in an amount equal to its Revolving Commitment Percentage of the amount of each such Prior Letter of Credit Participant in respect thereof and each (if any). The Outstanding amount under any Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, reduce on a dollar for dollar basis the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofRevolving Commitments as a Revolving Loan.
Appears in 2 contracts
Samples: Revolving and Term Credit Agreement (Forestar Group Inc.), Revolving and Term Credit Agreement (Forestar Group Inc.)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof hereof, each Revolving Fronting Bank agrees to issue letters of credit under this Section 2.03(a) upon the Borrower’s request and for the Borrower account or the account of any of the Borrower’s Subsidiaries, from time to time until the Revolving Credit Loan Termination Date; provided, however, that in no event shall (including Section 4.1i) as if each such Letter the aggregate Available Amount for all Revolving Letters of Credit was issued by exceed the applicable Letter of Revolving Credit Issuer pursuant to this Agreement Loan Facility at such time and (ii) each a Revolving Letter of Credit Issuer that has be issued with an Available Amount in excess of the Unused Revolving Credit Commitments of the Revolving Credit Loan Banks at such time. In addition, and notwithstanding any reference in any Existing Letter of Credit to the Former Bank Credit Agreement, on and as of the Effective Date, (x) each Existing Letter of Credit shall be deemed to have granted each be a Revolving Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be to have been issued on the Effective Date (by the Revolving Fronting Bank that issued or was deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each issued such Existing Letter of Credit equal under the Former Bank Credit Agreement) pursuant to this Section 2.03(a), (y) participations in such Letter Existing Letters of Credit Participant’s held by the Revolving Credit Commitment Percentage, as applicable, of Loan Banks under the Former Bank Credit Agreement shall be deemed to be cancelled and (Az) the outstanding Revolving Credit Loan Banks under this Agreement shall be deemed to hold participations in such Existing Letters of Credit in the amount available required so that the participations of such Revolving Credit Loan Banks shall be in proportion to be drawn their respective Revolving Credit Loan Commitments; provided, however, that nothing in this Section 2.03(a) shall extend, modify or otherwise affect the existing expiry date under any such Existing Letter of Credit. Notwithstanding the foregoing, (x) each Revolving Credit Loan Bank that is a Revolving Fronting Bank, in its separate capacity as a Revolving Fronting Bank, shall only be obligated to issue at any time Revolving Letters of Credit having an aggregate face amount at any time that is equal to the unused Revolving Credit Loan Commitment of such Revolving Credit Loan Bank at such time and (By) each other Revolving Fronting Bank shall only be obligated to issue Revolving Letters of Credit having an aggregate face amount at any time that is equal to such Revolving Fronting Bank’s commitment at such time as set forth in the aggregate amount relevant Revolving Fronting Bank Agreement. Any “Revolving Letters of any Credit” outstanding reimbursement obligations in respect thereofunder the Existing Bank Credit Agreement on the Amendment and Restatement Effective Date shall remain outstanding as Revolving Letters of Credit hereunder.
Appears in 2 contracts
Samples: Credit and Reimbursement Agreement (Aes Corp), Credit and Reimbursement Agreement (Aes Corp)
Issuance of Letters of Credit. (a) Subject to Each Issuing Lender, the Lenders and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters agree that effective as of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter Letters of Credit shall be deemed to have granted each been issued and maintained under, and to be governed by the terms and conditions of, this Agreement as Letters of Credit. From time to time from the date of this Agreement until ten days before such applicable Issuing Lender’s Maturity Date, at the written request of the Borrower given to the applicable Issuing Lender and to the Administrative Agent not later than (i) 12:00 p.m. (Houston, Texas time) on the third Business Day before the date of the proposed issuance, amendment, or extension of a Letter of Credit Participant denominated in respect thereof a Foreign Currency and each (ii) 12:00 p.m. (Houston, Texas time) on the second Business Day (or such later time and date as may be agreed to among the Borrower, the applicable Issuing Lender and the Administrative Agent) before the date of the proposed issuance, amendment, or extension of a Letter of Credit Participant denominated in respect thereof shall be deemed to have acquired from such Letter of Credit IssuerDollars, the requested Issuing Lender shall, on any Business Day and on the terms and conditions hereinafter set forth (and, if applicable, subject to the terms of Section 3.3 hereofthe applicable Letter of Credit), issue, increase, decrease, amend, or extend the expiration date of, Letters of Credit for the account of the Borrower (for its own benefit or for the benefit of any of its Subsidiaries); provided that Barclays Bank PLC shall only be obligated to issue standby Letters of Credit. Promptly after receipt by the applicable Issuing Lender of such request, the applicable Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has also received such request and, if not, the applicable Issuing Lender will notify the Administrative Agent of the contents thereof. With respect to any issuance of or increase to a Letter of Credit, unless the applicable Issuing Lender has received notice in writing from the Administrative Agent (including at the request of any Lender) at least one Business Day prior to the requested date of the proposed issuance or increase, directing the applicable Issuing Lender not to issue or increase such Letter of Credit Participant’s own account as a result of the limitations set forth clause 2.13(b)(i) below then, subject to the terms and riskconditions hereof, an undivided participation interest in the applicable Issuing Lender will issue or increase such Letter of Credit Issuer’s obligations and rights under each such Existing Letter as requested by the Borrower. Letters of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to shall be drawn under such Existing Letter of Credit and (B) the aggregate amount of denominated in any outstanding reimbursement obligations in respect thereofAgreed Currency.
Appears in 2 contracts
Samples: 5 Year Credit Agreement (NOV Inc.), 5 Year Credit Agreement (National Oilwell Varco Inc)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding By the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request (or any consent of, or confirmation by or to, the Administrative Agent), subject an amendment to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter increasing the amount thereof) and without any further action on the part of Credit outstanding under this Agreementthe applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to be a Letter of Credit issued under this Agreement each Lender, and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired Lender hereby acquires from such Letter of Credit IssuerIssuing Bank, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided a participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter Lender’s Applicable Percentage of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding aggregate Sterling Equivalent amount available to be drawn under such Existing Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, the Sterling Equivalent of such LC Disbursement equal to such Lender’s Applicable Percentage of such LC Disbursement made by such Issuing Bank and not reimbursed by Borrower on the applicable date due as provided in Section 2.4(e), or of any reimbursement payment required to be refunded to Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit (provided that such Letter of Credit shall expire no later than the date set forth in Section 2.4(c)), or the occurrence and (B) continuance of a Default or reduction or termination of the aggregate amount of Commitments, and that each such payment shall be made without any outstanding reimbursement obligations in respect thereofoffset, abatement, withholding or reduction whatsoever.
Appears in 2 contracts
Samples: Credit Agreement (Apache Corp), Credit Agreement (APA Corp)
Issuance of Letters of Credit. (a) Subject to the limitations on Letters of Credit set forth in Section 2.1(a), the Borrower shall be entitled to request the issuance of standby and upon the terms and conditions herein set forth, at any time and commercial Letters of Credit from time to time on from and after including the Closing Date and prior to but excluding the date that is 15 days three Business Days prior to the Revolving Credit Maturity Loan Commitment Expiration Date, each by giving the Agent a Letter of Credit Issuer agrees Request at least three Business Days before the requested date of issuance of such Letter of Credit (which shall be a Business Day). Any Letter of Credit Request received by the Agent later than 12:00 noon, Los Angeles time, shall be deemed to have been received on the next Business Day. Each Letter of Credit Request shall be signed by a Responsible Officer, shall be irrevocable and shall be effective upon receipt by the Agent. Provided that a valid Letter of Credit Request has been received by the Agent and upon fulfillment of the other applicable conditions set forth in Section 4.2, the Agent will issue (or cause the requested Letter of Credit from its Affiliates or other financial institution with which office specified in Section 9.2. Each Letter of Credit shall have an expiration date as set forth in the Letter of Credit Issuer Request, provided that no Letter of Credit shall in any event have entered into an agreement regarding expiration date later than the earlier of (i) one year after the issuance thereof and (ii) two Business Days prior to the Revolving Loan Commitment Expiration Date.
(b) Immediately upon the issuance of letters each Letter of credit hereunderCredit, the Agent shall be deemed to issue have sold and transferred to each Revolving Loan Lender, and each Revolving Loan Lender shall be deemed to have purchased and received from the Agent, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (i) such Revolving Loan Lender’s Revolving Loan Commitment Percentage and (ii) the maximum amount available to be drawn under such Letter of Credit (assuming compliance with all conditions to drawing).
(c) The payment by the Agent of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Agent in its individual capacity as a Revolving Loan Lender hereunder (in such capacity, the “Drawing Lender”) of a Base Rate Loan in the amount of such payment (but without any requirement of compliance with the conditions set forth in Section 4.2). In the event that any such Loan by the Drawing Lender resulting from a drawing under any Letter of Credit is not repaid by the Borrower by 11:00 a.m., Los Angeles time, on its behalfthe day of payment of such drawing, the Agent shall promptly notify each other Revolving Loan Lender. Each Revolving Loan Lender shall, on the day of such notification (or if such notification is not given by 12:00 noon, Los Angeles time, on such day, then on the next succeeding Business Day), upon make a Base Rate Loan, which shall be used to repay the request applicable portion of the Base Rate Loan of the Drawing Lender with respect to such Letter of Credit drawing, in an amount equal to the amount of such Revolving Loan Lender’s participation in such drawing for application to repay the Drawing Lender (but without any requirement of compliance with the applicable conditions set forth in Section 4.2) and shall deliver to the Agent for the account of the Drawing Lender, on the day of such notification (or if such notification is not given by 12:00 noon, Los Angeles time, on such day, then on the next succeeding Business Day) and in immediately available funds, the amount of such Base Rate Loan. In the event that any Revolving Loan Lender fails to make available to the Agent for the account of the Drawing Lender the amount of such Base Rate Loan, the Drawing Lender shall be entitled to recover such amount on demand from such Revolving Loan Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Effective Rate.
(d) The obligations of the Borrower or with respect to any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”, any Letter of Credit Request and any other agreement or instrument relating to any Letter of Credit and any Base Rate Loan made under Section 2.3(c) shall be absolute, unconditional and irrevocable and shall be paid strictly in accordance with the terms of the aforementioned documents under all circumstances, including the following:
(i) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document;
(ii) the existence of any claim, setoff, defense or other right that the Borrower may have at any time against any beneficiary or transferee of any Letter of Credit (or any Person for whom any such form as beneficiary or transferee may be approved acting), the Agent, any Revolving Loan Lender (other than the defense of payment to a Revolving Loan Lender in accordance with the terms of this Agreement) or any other Person, whether in connection with this Agreement, any other Loan Document, the transactions contemplated hereby or thereby or any unrelated transaction;
(iii) any statement or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect, or any statement therein being untrue or inaccurate in any respect whatsoever; provided that payment by the Agent under such Letter of Credit Issuer in its reasonable discretionagainst presentation of such draft or document shall not have constituted gross negligence or willful misconduct; provided that and
(iv) any exchange, release or non-perfection of any Collateral, Guarantor Collateral or other collateral, or any release, amendment or waiver of or consent to departure from any Guarantee, other Loan Document or other guaranty, for any of the Obligations of the Borrower in respect of the Letters of Credit.
(e) The Borrower shall be a co-applicant, and be jointly and severally liablepay to the Agent, with respect to each Letter of Credit issued hereunder, the following fees:
(i) with respect to each standby Letter of Credit, for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans Loan Lenders, for the period from and Swingline Loans outstanding at such time, would exceed including the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to day such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed is issued to but excluding the Revolving Credit Commitment of day such Letter of Credit Issuer (or its Affiliates)expires, (iv) each Letter a letter of Credit shall have an expiration date occurring no later than credit fee equal to the earlier product of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), 3.500% per annum and (y) the Letter of Credit Maturity DateAmount of such Letter of Credit from time to time, such letter of credit fee to be payable in installments quarterly in arrears on the last Business Day of each March, June, September and December and on the expiration date of such Letter of Credit;
(vii) with respect to each commercial Letter of Credit, for the account of the Agent, negotiation, issuance and amendment fees in accordance with the Agent’s standard internal charge guidelines (as such guidelines may change from time to time);
(iii) with respect to each Letter of Credit shall be denominated in Dollarsissued hereunder, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary account of Agent, a fronting fee equal to 0.25% of the Letter of Credit Amount of such Letter of Credit, payable upon issuance of such Letter of Credit; and
(iv) with respect to have a each Letter of Credit issued hereunder, for the account of Agent, from time to time such additional fees and charges (including cable charges) as are generally associated with letters of credit, in its favor, accordance with the Agent’s standard internal charge guidelines (viias such guidelines may change from time to time) no and the related Letter of Credit shall be issued after Request.
(f) The Borrower agrees to the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as provisions in the Letter of Credit Issuer Request form; provided, however, that the terms of the Loan Documents shall have received a written notice take precedence if there is any inconsistency between the terms of the Loan Documents and the terms of said form.
(xg) rescission The Borrower assumes all risks of such notice from the party acts or parties originally delivering such notice omissions of any beneficiary or (y) the waiver transferee of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no any Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations with respect to its use of such Letter of Credit Issuer to exceed Credit. Neither the Agent nor any Lender nor any of their respective officers or directors shall be liable or responsible for (i) the use that may be made of any Letter of Credit Subor any acts or omissions of any beneficiary or transferee in connection therewith; or (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereof, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged (but provided that any payment or non-Commitment Obligation of payment by the Agent under such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch against presentation of such documents shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial not have constituted gross negligence or trade letters of credit.
(c) In connection with the establishment of willful misconduct). Notwithstanding any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms other provision of this Section 32.3 to the contrary, (i) each Existing Letter of Credit set forth the Agent may accept any document that appears on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed its face to be a Letter in order, without responsibility for further investigation, regardless of Credit issued under this Agreement and shall be subject any notice or information to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofcontrary.
Appears in 2 contracts
Samples: Credit Agreement (Physicians Formula Holdings, Inc.), Credit Agreement (Physicians Formula Holdings, Inc.)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each the Letter of Credit Issuer agrees to issue (or cause its Affiliates Affiliate or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of of, the Borrower or any Restricted Subsidiary, Subsidiary a standby letter of credit or standby letters of credit (each, a “Letter of Credit”) in such form as may be approved by such the Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter Letters of Credit Obligations Outstanding at such time, would exceed the Letter of Credit Sub-Commitment Limit then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter Letters of Credit Obligations Outstanding and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment Maximum Amount then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under for in Section 3.2(e3.2(b), and (y) the Letter of Credit Maturity Date, (viv) each Letter of Credit shall be denominated in Dollars, (viv) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, and (viivi) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent Required Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Goodman Global Group, Inc.), Revolving Credit Agreement (Goodman Sales CO)
Issuance of Letters of Credit. (a) Subject to Each Issuing Lender, the Lenders and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters agree that effective as of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter Letters of Credit shall be deemed to have granted each been issued and maintained under, and to be governed by the terms and conditions of, this Agreement as Letters of Credit. From time to time from the date of this Agreement until ten days before the Maturity Date, at the written request of the Borrower given to the applicable Issuing Lender and to the Administrative Agent not later than (i) 12:00 p.m. (Houston, Texas time) on the third Business Day before the date of the proposed issuance, amendment, or extension of a Letter of Credit Participant denominated in respect thereof a Foreign Currency and each (ii) 12:00 p.m. (Houston, Texas time) on the second Business Day (or such later time and date as may be agreed to among the Borrower, the applicable Issuing Lender and the Administrative Agent) before the date of the proposed issuance, amendment, or extension of a Letter of Credit Participant denominated in respect thereof shall be deemed to have acquired from such Letter of Credit IssuerDollars, the requested Issuing Lender shall, on any Business Day and on the terms and conditions hereinafter set forth (and, if applicable, subject to the terms of Section 3.3 hereofthe applicable Letter of Credit), issue, increase, decrease, amend, or extend the expiration date of, Letters of Credit for the account of the Borrower (for its own benefit or for the benefit of any of its Subsidiaries). Promptly after receipt by the applicable Issuing Lender of such request, the applicable Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has also received such request and, if not, the applicable Issuing Lender will notify the Administrative Agent of the contents thereof. With respect to any issuance of or increase to a Letter of Credit, unless the applicable Issuing Lender has received notice in writing from the Administrative Agent (including at the request of any Lender) at least one Business Day prior to the requested date of the proposed issuance or increase, directing the applicable Issuing Lender not to issue or increase such Letter of Credit Participant’s own account as a result of the limitations set forth clause 2.13(b)(i) below then, subject to the terms and riskconditions hereof, an undivided participation interest in the applicable Issuing Lender will issue or increase such Letter of Credit Issuer’s obligations and rights under each such Existing Letter as requested by the Borrower. Letters of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to shall be drawn under such Existing Letter of Credit and (B) the aggregate amount of denominated in any outstanding reimbursement obligations in respect thereofAgreed Currency.
Appears in 2 contracts
Samples: Credit Agreement (National Oilwell Varco Inc), Credit Agreement (National Oilwell Varco Inc)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein hereof, the Issuing Bank, in reliance on the agreements of the other Lenders set forthforth in subsection 3.3(a), at agrees to issue letters of credit (the "Letters of Credit") for the account of the Borrower on any time and Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time on and after by the Closing Date and prior Issuing Bank; provided that the Issuing Bank shall have no obligation to the date that is 15 days prior to the Revolving Credit Maturity Date, each issue any Letter of Credit Issuer agrees if, after giving effect to issue such issuance, (1) the L/C Obligations would exceed the L/C Commitment or cause its Affiliates (2) the Available Revolving Credit Commitment would be less than zero or other financial institution with which (3) the Aggregate Outstanding Revolving Credit Extensions of Credit would exceed the lesser of (i) the then aggregate Revolving Credit Commitments or (ii) the Incurrence Limitation then in effect.
(b) Each Letter of Credit Issuer shall:
(1) be denominated in Dollars and shall have entered into an agreement regarding the issuance of letters be either (A) a standby letter of credit hereunder, issued to issue on its behalf), upon the request of and for the account support obligations of the Borrower or any Restricted Subsidiary, letters contingent or otherwise, in connection with the working capital and business needs of the Borrower or such Restricted Subsidiary, as the case may be, in the ordinary course of business, or (B) a commercial letter of credit (each, a “Letter issued in respect of Credit”) in such form as may be approved the purchase of goods or services by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter or any Restricted Subsidiary in the ordinary course of Credit issued for the account of a Restricted Subsidiary.business; and
(b2) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring expire no later than the earlier of (xA) one year after the date of issuance thereof, unless otherwise agreed upon by or renewal thereof in accordance with the Administrative Agent and the applicable term of such Letter of Credit; provided that any Letter of Credit Issuer or as provided under Section 3.2(e), with a one-year tenure may be renewed for additional one-year periods and (yB) five days prior to the Letter of Revolving Credit Maturity Termination Date, .
(vc) each Each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect Uniform Customs and, to such newly established Class and the satisfaction extent not inconsistent therewith, the laws of the Conditions set forth in Section 7, the Borrower may, with the written consent State of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableNew York.
(d) On the Closing Date, without further action by The Issuing Bank shall not at any party hereto (including the delivery of a time be obligated to issue any Letter of Credit Request hereunder if such issuance would conflict with, or cause the Issuing Bank or any consent ofL/C Participant to exceed any limits imposed by, or confirmation by or to, the Administrative Agent), subject to the terms any applicable Requirement of this Section 3, Law.
(ie) each Existing Letter Letters of Credit set forth issued under the Existing Credit Agreement which are outstanding on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, the Closing Date shall be deemed to be a Letter Letters of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofClosing Date.
Appears in 2 contracts
Samples: Credit Agreement (El Paso Energy Partners Lp), Credit Agreement (Moray Pipeline Co LLC)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and The Borrower may from time to time on and after the Closing Date and prior request any Issuing Lender to issue a Letter of Credit, which may be either a Standby L/C or a Commercial L/C, by delivering to the date that is 15 days prior Administrative Agent at its address specified in subsection 11.2 and the Issuing Lender an L/C Application completed to the Revolving Credit Maturity Datesatisfaction of the Issuing Lender, each Letter together with the proposed form of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer (which shall have entered into an agreement regarding comply with the issuance applicable requirements of letters of credit hereunderparagraph (b) below) and such other certificates, to issue on its behalf), upon documents and other papers and information as the request of and for Issuing Lender may reasonably request; provided that if the account of Issuing Lender informs the Borrower or that it is for any Restricted Subsidiary, letters of credit (each, a “reason unable to open such Letter of Credit”) in such form as , the Borrower may be approved by request another Lender to open such Letter of Credit Issuer in its reasonable discretion; provided that upon the Borrower shall be a co-applicant, same terms offered to the initial Issuing Lender and be jointly and severally liable, with respect if such other Lender agrees to each issue such Letter of Credit issued each reference to the Issuing Lender for purposes of the account of Loan Documents shall be deemed to be a Restricted Subsidiaryreference to such Lender.
(b) Notwithstanding the foregoingEach Letter of Credit issued hereunder shall, among other things, (i) no Letter of Credit be in such form requested by the Borrower as shall be issued the Stated Amount of which, when added acceptable to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then Issuing Lender in effect, its sole discretion and (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration expiry date occurring no not later than the earlier of (xw) one year 365 days after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed (or, in the Letter case of Credit Sub-Commitment Obligation of a renewal or extension, 365 days after such Letter of Credit Issuer, (ixrenewal or extension) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) 15 Business Days prior to the Revolving Credit Termination Date; provided that any Letter of Credit with a one year term may provide for the renewal thereof for additional one year periods (but not beyond the date that is 15 Business Days prior to the Revolving Credit Termination Date, except to the extent Cash Collateralized or backstopped (including as provided herein) pursuant to arrangements reasonably acceptable to the relevant Issuing Lenders, in no event each case for all relevant period beyond the date that is 15 Business Days prior to the Revolving Credit Termination Date). Unless otherwise expressly agreed by the Issuing Lender, when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the “International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) or the rules of the Uniform Customs and Practice for Documentary Credit, as most recently published by the International Chamber of Commerce (the “UCP Rules”) shall SunTrust Bank be required apply to issue commercial or trade letters of credit.each Standby L/C, and (ii) the UCP Rules shall apply to each Commercial L/C.
(c) In connection with the establishment The letters of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit credit set forth on Schedule 1.1(b3.1 which remain outstanding on the Closing Date (the “Existing Letters of Credit”) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter Letters of Credit issued under this Agreement and shall be subject to on the terms and conditions hereof Closing Date. Without limiting the foregoing (including Section 4.1i) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed included in the calculation of the L/C Exposure, (ii) all liabilities of the Borrower and the other Loan Parties with respect to such Existing Letters of Credit shall constitute Obligations and (iii) each Lender shall have granted each reimbursement obligations with respect to such Existing Letters of Credit as provided in subsection 3.6(b).
(d) If the maturity date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Credit Participant Commitments in respect thereof and each Letter of which the maturity date shall not have occurred are then in effect, (x) outstanding Revolving Credit Loans shall be repaid pursuant to subsection 4.5 on such maturity date in an amount sufficient to permit the reallocation of the L/C Exposure relating to the outstanding Letters of Credit Participant in respect thereof contemplated by clause (y) below and (y) such Letters of Credit shall automatically be deemed to have acquired from such Letter been issued (including for purposes of Credit Issuer, on the terms obligations of the Revolving Lenders to purchase participations therein and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s make Revolving Credit Commitment Percentage, as applicable, Loans and payments in respect thereof pursuant to subsection 3.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that (A) the outstanding amount available to participations therein of Revolving Lenders under the maturing tranche shall be drawn under such Existing Letter of Credit correspondingly released and (B) the aggregate no partial face amount of any outstanding reimbursement Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), but without limiting the obligations with respect thereto, the Borrower shall Cash Collateralize any such Letter of Credit. If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit; provided that, notwithstanding anything to the contrary contained herein, upon any subsequent repayment of the Revolving Loans, the reallocation set forth in clause (i) shall automatically occur to the extent of such repayment (it being understood that no partial face amount of any Letter of Credit may be so reallocated). Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect thereofto a given tranche of Revolving Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit under any tranche of Revolving Credit Commitments that has not so then matured shall be as agreed with the Lenders under such extended tranche; provided that in no event shall such sublimit be less than the sum of (x) the L/C Exposure of the Revolving Lenders under such extended tranche immediately prior to such maturity date and (y) the face amount of the Letters of Credit reallocated to such extended tranche pursuant to clause (i) above (assuming Revolving Credit Loans are repaid in accordance with clause (i)(x)).
(e) In the event of any conflict between the terms hereof and the terms of any L/C Application, the terms hereof shall control.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Cumulus Media Inc), First Lien Credit Agreement (Cumulus Media Inc)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forthhereof, at any time and the Company shall have the right, in addition to Revolving Credit Loans provided for in Section 2.1, to utilize the Revolving Credit Commitments from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date by obtaining the issuance of either Documentary Letters of Credit or Standby Letters of Credit for the account of the Company by the Issuing Bank if the Company shall so request in the notice referred to in Section 2.3(b)(1) (such letters of credit being collectively referred to as the "LETTERS OF CREDIT"); PROVIDED, HOWEVER, that the Aggregate Revolving Credit Exposure at any one time outstanding shall not exceed the Maximum Available Amount in effect at such time and the aggregate of all Letter of Credit Liabilities at any one time outstanding shall not exceed $5,000,000. The Letters of Credit shall be denominated in Dollars and may be issued to support the obligations of the Company or any of its Subsidiaries. Upon the date that is 15 of the issuance of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation, to the extent of such Lender's Revolving Credit Percentage, in such Letter of Credit and the related Letter of Credit Liabilities. No Letter of Credit issued pursuant to this Agreement shall have an expiry date beyond the earlier of one year after the date of issuance or five days prior to the Revolving Credit Maturity Date, each . Any Letter of Credit Issuer agrees may give the beneficiary thereof either the right to issue (or cause its Affiliates or other financial institution with which draw upon the Letter of Credit Issuer upon its expiry date or the right to automatically extend the expiry date thereof for periods of up to one year per extension; PROVIDED that no such extension shall have entered into an agreement regarding extend the issuance of letters of credit hereunder, expiry date beyond five days prior to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 2 contracts
Samples: Credit Agreement (Benchmark Electronics Inc), Credit Agreement (Benchmark Electronics Inc)
Issuance of Letters of Credit. (a) Subject The Borrower and the Lenders recognize that the letters of credit issued by the Issuing Bank listed on Schedule 2.4 are presently outstanding and that such letters of credit shall be deemed to and upon be Letters of Credit issued under this Agreement. The Borrower may request the terms and conditions herein set forth, Issuing Bank at any time and from time to time on during the Commitment Period to issue, and after subject to and upon all of the Closing Date terms and prior to conditions of this Agreement (including the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), conditions set forth in Sections 6.1 and 6.2) and in reliance upon the request representations and warranties of and the Borrower herein set forth the Issuing Bank shall issue, for the account of the Borrower and for the benefit of the holder(s) (or any Restricted Subsidiarytrustee, agent or other representative of such holder(s)) of Letter of Credit Supportable Obligations, one or more irrevocable standby letters of credit (eachin the form customarily used by such Issuing Bank, a “Letter of Credit”) or in such other form as may be has been approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations Issuing Bank and the Revolving Credit Loans and Swingline Loans outstanding at such timeAdministrative Agent, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment support of such Letter of Credit Issuer Supportable Obligations; provided, however, that (or its Affiliates), (iva) each Letter of Credit by its terms shall have an expiration date occurring terminate no later than the earlier of three hundred sixty-six (x366) one year days after the date of issuance thereof(or the date of the most recent extension, as the case may be), nor later than thirty (30) days prior to the Maturity Date unless otherwise agreed upon to by the Administrative Agent and the applicable Lenders, (b) in no event shall any Letter of Credit Issuer or as provided under Section 3.2(e), and (y) be issued if the issuance thereof would cause the aggregate amount of the then outstanding Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for Liabilities to exceed the beneficiary aggregate amount of the Letter of Credit to have a Letter of Credit issued Commitments then in its favoreffect, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (xc) in no event shall SunTrust Bank any Letter of Credit be required issued if the issuance thereof would cause the aggregate principal amount of Swingline Loans, Revolving Loans and Letter of Credit Liabilities then outstanding to issue commercial or trade letters exceed an amount equal to the lesser of credit.
(cx) In connection with the establishment sum of any Extended Revolving Credit Commitments or Additional/Replacement the Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to Commitments in effect at such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement time and (iiy) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations the Borrowing Base in respect thereofeffect at such time.
Appears in 2 contracts
Samples: Credit Agreement (Cti Inc /Tn), Credit Agreement (Cti Molecular Imaging Inc)
Issuance of Letters of Credit. (a) Subject to Each Issuing Lender, the Lenders and upon the terms and conditions herein set forth, at any time and from time to time on and after Borrower agree that effective as of the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Initial Funding Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter Letters of Credit shall be deemed to have granted each been issued and maintained under, and to be governed by the terms and conditions of, this Agreement as Letters of Credit. From time to time from the Initial Funding Date until ten days before the Maturity Date, at the written request of the Borrower given to the applicable Issuing Lender and to the Administrative Agent not later than (i) 12:00 p.m. (Houston, Texas time) on the third Business Day before the date of the proposed issuance, amendment, or extension of a Letter of Credit Participant denominated in respect thereof a Foreign Currency and each (ii) 12:00 p.m. (Houston, Texas time) on the second Business Day (or such later time and date as may be agreed to among the Borrower, the applicable Issuing Lender and the Administrative Agent) before the date of the proposed issuance, amendment, or extension of a Letter of Credit Participant denominated in respect thereof shall be deemed to have acquired from such Letter of Credit IssuerDollars, the requested Issuing Lender shall, on any Business Day and on the terms and conditions hereinafter set forth (and, if applicable, subject to the terms of Section 3.3 hereofthe applicable Letter of Credit), issue, increase, decrease, amend, or extend the expiration date of, Letters of Credit for the account of the Borrower (for its own benefit or for the benefit of any of its Subsidiaries). Promptly after receipt by the applicable Issuing Lender of such request, the applicable Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has also received such request and, if not, the applicable Issuing Lender will notify the Administrative Agent of the contents thereof. With respect to any issuance of or increase to a Letter of Credit, unless the applicable Issuing Lender has received notice in writing from the Administrative Agent (including at the request of any Lender) at least one Business Day prior to the requested date of the proposed issuance or increase, directing the applicable Issuing Lender not to issue or increase such Letter of Credit Participant’s own account as a result of the limitations set forth clause 2.13(b)(i) below then, subject to the terms and riskconditions hereof, an undivided participation interest in the applicable Issuing Lender will issue or increase such Letter of Credit Issuer’s obligations and rights under each such Existing Letter as requested by the Borrower. Letters of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to shall be drawn under such Existing Letter of Credit and (B) the aggregate amount of denominated in any outstanding reimbursement obligations in respect thereofAgreed Currency.
Appears in 2 contracts
Samples: Credit Agreement (NOW Inc.), Credit Agreement (NOW Inc.)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forthThe Lender may, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Datein its sole discretion, each Letter of Credit Issuer agrees to issue (one or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of more letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, each a “"Letter of Credit”") from time to time during the period from the date hereof until the Termination Date or until the Credit Facility is terminated pursuant to Section 8.2(a), whichever first occurs, in such form as may be approved by such an aggregate amount at any time outstanding not to exceed the Borrowing Base less the sum of (i) all outstanding and unpaid Advances hereunder and (ii) the unpaid amount of the Obligation of Reimbursement. Each Letter of Credit Issuer in its reasonable discretion; provided that Credit, if any, shall be issued pursuant to a separate L/C Application entered into between the Borrower and the Lender, completed in a manner satisfactory to the Lender. The terms and conditions set forth in each such L/C Application shall be a co-applicantsupplement the terms and conditions hereof, but in the event of inconsistency between the terms of any such L/C Application and be jointly and severally liablethe terms hereof, with respect to each Letter of Credit issued for the account of a Restricted Subsidiaryterms hereof shall control.
(b) Notwithstanding The Borrower will not request the foregoingissuance of any Letter of Credit under this Section 2.15 if, after the issuance of such requested Letter of Credit, the sum of the face amounts of all issued and outstanding Letters of Credit would exceed the Borrowing Base less the sum of (i) no all outstanding and unpaid Advances hereunder and (ii) the unpaid amount of the Obligation of Reimbursement.
(c) No Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have with an expiration expiry date occurring no later than the earlier Termination Date in effect as of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableissuance.
(d) On Any request for the Closing Date, without further action by any party hereto (including the delivery issuance of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of under this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, 2.15 shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued representation by the applicable Letter of Credit Issuer pursuant to this Agreement Borrower that (i) the condition set forth in Section 2.15(b), hereof has been met, and (ii) each Letter the statements set forth in Article V hereof are correct as of Credit Issuer that has issued an Existing Letter the time of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofrequest.
Appears in 2 contracts
Samples: Credit Agreement (Lamaur Corp), Credit and Security Agreement (Lamaur Corp)
Issuance of Letters of Credit. The Borrower shall give the Administrative Lender not less than five Business Days prior written notice of a request for the issuance of a Letter of Credit, and the Administrative Lender shall promptly notify each Lender of such request. Upon receipt of the Borrower's properly completed and duly executed Applications, and subject to the terms of such Applications and to the terms of this Agreement, the Administrative Lender agrees to issue Letters of Credit on behalf of the Borrower in an aggregate face amount not in excess of the lesser of (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of Commitment and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter remainder of Credit shall be issued the Stated Amount Commitment minus the sum of which, when added to all outstanding Revolving Advances plus the Letter aggregate face amount of Credit Obligations at such time, would exceed the Letter all outstanding Letters of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Credit. No Letter of Credit shall have an expiration date occurring no later than a maturity extending beyond the earlier earliest of (xi) the Maturity Date, or (ii) one year after from the date of issuance thereofits issuance, unless otherwise agreed upon by or (iii) such earlier date as may be required to enable the Administrative Agent and the applicable Letter of Credit Issuer or as provided Borrower to satisfy its repayment obligations under Section 3.2(e), 2.06 hereof. Subject to such maturity limitations and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) so long as no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice or would result from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery renewal of a Letter of Credit Request or any consent of, or confirmation by or toCredit, the Letters of Credit may be renewed by the Administrative Agent)Lender in its discretion. The Lenders shall participate ratably in any liability under the Letters of Credit and in any unpaid reimbursement obligations of the Borrower with respect to any Letter of Credit in their Specified Percentages. The amount of the Letters of Credit issued and outstanding and the unpaid reimbursement obligations of the Borrower for such Letters of Credit shall reduce the amount of Commitment available, subject to so that at no time shall the terms sum of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit all outstanding under this AgreementRevolving Advances in the aggregate, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and plus (ii) each Letter the aggregate face amount of Credit Issuer that has issued an Existing Letter all outstanding Letters of Credit Credit, plus (iii) (without duplication) all outstanding reimbursement obligations related to Letters of Credit, exceed the Commitment, and at no time shall be deemed to have granted each Letter the sum of Credit Participant in respect thereof and each Letter all Revolving Advances by any Lender made plus its ratable share of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount amounts available to be drawn under such Existing Letter the Letters of Credit and (B) the aggregate amount of any outstanding unpaid reimbursement obligations of the Borrower in respect thereofof such Letters of Credit exceed its Specified Percentage of the Commitment.
Appears in 2 contracts
Samples: Credit Agreement (Itc Deltacom Inc), Credit Agreement (Itc Deltacom Inc)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and The Borrower may from time to time on and after request that the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Fronting Bank issue or amend a Letter of Credit Issuer by delivering to the Fronting Bank and the Administrative Agent a request substantially in the form of Exhibit E (a “Letter of Credit Request”) and such other certificates, documents and other papers and information as the Fronting Bank may reasonably request. Upon receipt of a Letter of Credit Request, the Fronting Bank agrees to promptly process each such request and the certificates, documents, L/C Application and other papers and information delivered to it therewith in accordance with its customary procedures and shall issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer requested thereby (but in no event shall have entered into an agreement regarding the issuance of letters of credit hereunder, Fronting Bank be required to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in earlier than two (2) Business Days after its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter receipt of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at Request therefor and all such timeother certificates, would exceed documents, L/C Application and other papers and information relating thereto and unless such terms and conditions of the requested Letter of Credit Sub-Commitment then in effect, (iiare commercially customary) no Letter of Credit shall be issued by issuing the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment original of such Letter of Credit Issuer (to the beneficiary thereof or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than as otherwise may be agreed to by the earlier of (x) one year Fronting Bank and the Borrower. Promptly after the date issuance or amendment of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued Credit, the Fronting Bank shall notify the Borrower and the Administrative Agent, in its favorwriting, (vii) no Letter of Credit such issuance or amendment and such notice shall be issued after the applicable Letter of Credit Issuer has received accompanied by a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations copy of such Letter of Credit Issuer to exceed or amendment. Upon receipt of such notice, the Letter of Credit Sub-Commitment Obligation Administrative Agent shall promptly notify each Lender, in writing, of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit or amendment and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7if so requested by a Lender, the Borrower may, Administrative Agent shall furnish such Lender with the written consent a copy of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableamendment.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 2 contracts
Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and The Company may from time to time on and after the Closing Date and prior request any Issuing Lender to issue a Letter of Credit, which may be either a Standby L/C or a Commercial L/C, by delivering to the date that is 15 days prior Administrative Agent at its address specified in subsection 16.2 and the Issuing Lender an L/C Application completed to the Revolving Credit Maturity Datesatisfaction of the Issuing Lender, each Letter together with the proposed form of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer (which shall have entered into an agreement regarding comply with the issuance applicable requirements of letters of credit hereunderparagraph (b) below) and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request; provided that if the Issuing Lender informs the Company that it is for any reason unable to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “open such Letter of Credit”) in such form as , the Company may be approved by request another Lender to open such Letter of Credit Issuer in its reasonable discretion; provided that upon the Borrower shall be a co-applicant, same terms offered to the initial Issuing Lender and be jointly and severally liable, with respect if such other Lender agrees to each issue such Letter of Credit issued each reference to the Issuing Lender for purposes of the account of Credit Documents shall be deemed to be a Restricted Subsidiaryreference to such Lender.
(b) Notwithstanding the foregoingEach Letter of Credit issued hereunder shall, among other things, (i) no Letter of Credit be in such form requested by the Company as shall be issued the Stated Amount of which, when added acceptable to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then Issuing Lender in effect, its sole discretion and (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date expiry date, in the case of each Standby L/C, occurring no not later than the earlier of (xw) one year 365 days after the date of issuance thereofof such Standby L/C and (x) the Revolving Credit Termination Date, unless otherwise agreed upon by and, in the Administrative Agent and case of each Commercial L/C, occurring not later than the applicable Letter earlier of Credit Issuer or as provided under Section 3.2(e), and (y) 180 days after the Letter date of issuance of such Commercial L/C; PROVIDED, HOWEVER, that at the request of the Company and upon the consent, in its sole and absolute discretion, of the Issuing Lender issuing such Commercial L/C, such date may be up to 360 days after the date of issuance of such Commercial L/C and (z) the Revolving Credit Maturity Termination Date, (v) . Each L/C Application and each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect Uniform Customs and, to such newly established Class and the satisfaction extent not inconsistent therewith, the laws of the Conditions set forth in Section 7, the Borrower may, with the written consent State of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableNew York.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 2 contracts
Samples: Credit Agreement (Citadel Broadcasting Co), Credit Agreement (Citadel Broadcasting Corp)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forthof this Credit Agreement, at any time and (i) the Issuing Bank agrees from time to time on and after before the Closing RLC Maturity Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter issue Letters of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit Borrower; and (each, a “Letter of Credit”ii) the Banks severally agree to participate in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter Letters of Credit issued for the account of the Borrower, subject to the prior approval by each Bank of the provisions of each Letter of Credit. Each reference in this Credit Agreement to the "issue" or "issuance" or other forms of such words in relation to Letters of Credit shall be deemed to include any extension or renewal of a Restricted SubsidiaryLetter of Credit.
(b) Notwithstanding the foregoing, Each Letter of Credit shall (i) by its terms be issued in a Stated Amount; (ii) have a Stated Expiry Date no later than the RLC Maturity Date; (iii) expire or be terminated by the beneficiary thereunder on or before its Stated Expiry Date; (iv) not cause the RLC Balance after the issuance of said Letter of Credit to exceed the RLC Commitment; and (v) not cause the Outstanding LC Balance after the issuance of said Letter of Credit to exceed the Maximum LC Commitment.
(c) In addition to the conditions otherwise specified in this Section, the obligation of the Issuing Bank to issue a Letter of Credit shall be issued the Stated Amount of which, when added subject to the Letter of Credit Obligations at such time, would exceed further condition precedent that the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit following statements shall be issued correct, and each of the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to application for such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed and the Revolving Credit Commitment issuance of such Letter of Credit Issuer (or its Affiliates), (iv) each shall constitute a representation and warranty by Borrower that on the date of the issuance of such Letter of Credit shall have an expiration date occurring no later than the earlier such statements are correct:
(i) The representations and warranties in Article 6 are correct on and as of (x) one year after the date of the issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable of such Letter of Credit Issuer or Credit, before and after giving effect to such issuance, as provided under Section 3.2(e), though made on and as of such date;
(yii) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an No Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.; and
(ciii) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction The conditions in Section 2.2(a) are satisfied as of the Conditions set forth in Section 7, the Borrower may, with the written consent date of issuance of the Letter of Credit IssuerCredit, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant before and after giving effect to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableissuance.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 2 contracts
Samples: Credit Agreement (Three Five Systems Inc), Credit Agreement (Three Five Systems Inc)
Issuance of Letters of Credit. (ai) Subject to The Borrower or the applicable Qualified Borrower shall give the Administrative Agent and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Issuing Bank written notice (a “Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which Notice”) that it requires the issuance of a Letter of Credit Issuer not later than 11:00 a.m. (New York time) on the third (3rd) Business Day preceding the requested date for issuance thereof under this Agreement. Such notice shall have entered into an agreement regarding be irrevocable unless and until such request is denied by the issuance applicable Issuing Bank and shall specify (A) that the requested Letter of letters Credit is a Standby Letter of credit hereunderCredit, to issue on its behalf), upon the request (B) that such Letter of and Credit is solely for the account of the Borrower or any Restricted Subsidiarysuch Qualified Borrower, letters (C) the stated amount of credit the Letter of Credit requested, (each, D) the effective date (which shall be a “Business Day) of issuance of such Letter of Credit”, (E) in such form as may be approved by the date on which such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower is to expire (which shall be a co-applicantBusiness Day and no later than the Business Day immediately preceding the first anniversary of the then scheduled Revolving Credit Termination Date), (F) the Person for whose benefit such Letter of Credit is to be issued, (G) other relevant terms of such Letter of Credit, (H) the Revolving Credit Availability at such time, and be jointly and severally liable, (I) the amount of the then outstanding Letter of Credit Obligations.
(ii) The Borrower or such Qualified Borrower shall select one or more Lenders with a Letter of Credit Commitment to act as the Issuing Bank with respect to each such Letter of Credit issued for Credit, which selection shall be in the account sole discretion of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Borrower. If such Issuing Bank is unable or declines to issue the Letter of Credit, the Borrower or such Qualified Borrower shall select an alternative Issuing Bank with such alternative Issuing Bank’s written consent to issue such Letter of Credit. The Borrower shall use commercially reasonable efforts, to the extent practicable, to cause the Letters of Credit shall to be issued by the Stated Amount Issuing Banks on a proportionate basis in accordance with their proportionate share of which, when added to the Letter of Credit Obligations at such timeCommitments, would exceed although, for the avoidance of doubt, no single Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall will be required to be issued by a Letter of Credit Issuer more than one Issuing Bank unless the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment amount of such Letter of Credit Issuer will exceed the available Letter of Credit Commitment of the applicable Issuing Bank (unless otherwise agreed by such Issuing Bank).
(iii) The selected Issuing Bank (if not the Administrative Agent) shall give the Administrative Agent written notice, or its Affiliates)telephonic notice confirmed promptly thereafter in writing, of the issuance, amendment or extension of a Letter of Credit.
(iv) each If the Borrower so requests in any applicable Letter of Credit Notice, the Issuing Bank shall have agree to issue a Letter of Credit that has automatic extension provisions (each, an expiration date occurring no later than “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the earlier of Issuing Bank to prevent any such extension at least once in each twelve-month period (x) one year after commencing with the date of issuance thereof, unless otherwise of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon by at the Administrative Agent and the applicable time such Letter of Credit Issuer or as provided under Section 3.2(e)is issued. Unless otherwise directed by the Issuing Bank, and (y) the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit Maturity Datehas been issued, (v) each Letter of Credit the Lenders shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit deemed to have a Letter of Credit issued in its favor, authorized (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (ybut may not require) the waiver of such Default or Event of Default in accordance with Issuing Bank to permit the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations extension of such Letter of Credit Issuer at any time to exceed an expiry date not later than the Letter Business Day immediately preceding the first anniversary of Revolving Credit Sub-Commitment Obligation of Termination Date; provided, however, that the Issuing Bank shall not permit any such extension if (A) the Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit Issuer, in its revised form (ixas extended) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and under the terms hereof (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction by reason of the Conditions set forth in provisions of Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments 3.1(a) or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent ofotherwise), or confirmation (B) it has received notice (which may be by telephone or to, in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date from the Administrative Agent), subject to any Revolving Credit Lender or the terms Borrower that one or more of this the applicable conditions specified in Section 36.2 is not then satisfied, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if in each such Letter of Credit was issued by case directing the applicable Letter of Credit Issuer pursuant Issuing Bank not to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from permit such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofextension.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Washington Prime Group, L.P.), Revolving Credit and Term Loan Agreement (Washington Prime Group, L.P.)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forthhereof, at any time and the Company may from time to time on and after the Closing Date and prior to the date that is 15 days prior to during the Revolving Credit Maturity Date, each Commitment Period request any Issuing Lender to issue a Letter of Credit Issuer agrees by delivering to issue (or cause the Administrative Agent at its Affiliates or other financial institution address specified in Section 12.2 and the Issuing Lender an L/C Application completed to the satisfaction of the Issuing Lender, together with which the proposed form of the Letter of Credit Issuer (which shall have entered into comply with the applicable requirements of paragraph (b) below) and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request; provided that if the Issuing Lender informs the Company that it is for any reason unable to open such Letter of Credit, the Company may request another Lender to open such Letter of Credit upon the same terms offered to the initial Issuing Lender and if such other Lender agrees to issue such Letter of Credit each reference to the Issuing Lender for purposes of the Credit Documents shall be deemed to be a reference to such Lender. Letters of Credit shall be denominated in Dollars or in an agreement regarding the issuance of letters Alternate Currency. Each letter of credit hereunder, to issue listed on its behalf), upon Schedule 2.3 (the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter Existing Letters of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be deemed to constitute a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiaryhereunder.
(b) Notwithstanding the foregoingEach Letter of Credit issued hereunder shall, among other things, (i) no Letter of Credit be in such form requested by the Company as shall be issued the Stated Amount of which, when added acceptable to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then Issuing Lender in effect, its sole discretion and (ii) no Letter of Credit shall be issued the Stated Amount of whichsubject to paragraph (c) below, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration expiry date occurring no not later than the earlier of (xA) one year 365 days after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) five days prior to the aggregate amount Revolving Credit Termination Date. Each L/C Application and each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) If the Company so requests in the applicable L/C Application, the Issuing Lender may agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that (x) any outstanding reimbursement obligations such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in respect thereofeach twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a certain number of days prior to each anniversary of such Letter of Credit’s date of issuance (the “Non-Extension Notice Date”), such number of days to be agreed upon by the Company and the Issuing Lender at the time such Letter of Credit is issued and (y) such prior notice shall be deemed to have been given by the Issuing Lender on the effective date of its resignation as Issuing Lender in accordance with Section 11.9. Unless otherwise directed by the Issuing Lender, the Company shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than five days prior to the Revolving Credit Termination Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.1(a), Section 2.5 or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Company that one or more of the applicable conditions specified in Section 7.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.
Appears in 2 contracts
Samples: Credit Agreement (KLX Inc.), Loan Agreement (KLX Inc.)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forthhereof, at any time and the Company may from time to time on and after the Closing Date and prior to the date that is 15 days prior to during the Revolving Credit Maturity Date, each Commitment Period request any Issuing Lender to issue a Letter of Credit Issuer agrees denominated in Dollars by delivering to issue (or cause the Administrative Agent at its Affiliates or other financial institution address specified in Section 12.2 and the Issuing Lender an L/C Application completed to the satisfaction of the Issuing Lender, together with which the proposed form of the Letter of Credit Issuer (which shall have entered into an agreement regarding comply with the issuance applicable requirements of letters of credit hereunderparagraph (b) below) and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request; provided that if the Issuing Lender informs the Company that it is for any reason unable to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “open such Letter of Credit”) in such form as , the Company may be approved by request another Lender to open such Letter of Credit Issuer in its reasonable discretion; provided that upon the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added same terms offered to the Letter of Credit Obligations at initial Issuing Lender and if such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added other Lender agrees to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to issue such Letter of Credit Issuer’s Revolving each reference to the Issuing Lender for purposes of the Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of Documents shall be deemed to be a reference to such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter Lender. Letters of Credit shall be denominated in Dollars, .
(vib) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Each Letter of Credit issued in its favorhereunder shall, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3among other things, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued be in such form requested by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, the Company as shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject acceptable to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement Issuing Lender in its sole discretion and (ii) each Letter of Credit Issuer that has issued subject to paragraph (c) below, have an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on expiry date occurring not later than the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, earlier of (A) three hundred and sixty-five (365) days after the outstanding amount available to be drawn under date of issuance of such Existing Letter of Credit and (B) five (5) Business Days prior to the aggregate amount Revolving Credit Termination Date.
(c) If the Company so requests in the applicable L/C Application, the Issuing Lender may agree to issue a Letter of Credit with a one-year tenor that has automatic extension or renewal provisions (each, an “Auto-Extension Letter of Credit”); provided that (x) any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension or renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a certain number of days prior to each anniversary of such Letter of Credit’s date of issuance (the “Non-Extension Notice Date”), such number of days to be agreed upon by the Company and the Issuing Lender at the time such Letter of Credit is issued and (y) such prior notice shall be deemed to have been given by the Issuing Lender on the effective date of its resignation as Issuing Lender in accordance with Section 11.9. Unless otherwise directed by the Issuing Lender, the Company shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than five (5) Business Days prior to the Revolving Credit Termination Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.1(a), Section 2.5 or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is thirty (30) days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Company that one or more of the applicable conditions specified in Section 7.3 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.
(d) Notwithstanding anything herein to the contrary, the Issuing Lender shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any outstanding reimbursement obligations Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law relating to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect thereofto such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Execution Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Execution Date and which the Issuing Lender in good xxxxx xxxxx material to it, or (iii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed not to be in effect on the Execution Date for purposes of clause (ii) above, regardless of the date enacted, adopted, issued or implemented.
Appears in 2 contracts
Samples: Credit Agreement (KLX Energy Services Holdings, Inc.), Credit Agreement (KLX Energy Services Holdings, Inc.)
Issuance of Letters of Credit. Upon the effectiveness of this Agreement, each Existing Letter of Credit shall constitute a “Letter of Credit” for all purposes of this Agreement, issued, for purposes of this Section 2.9 [Letter of Credit Subfacility], on the Closing Date (a) Subject provided that any and all fees accrued to the Closing Date in respect thereof pursuant to the Existing Credit Agreement shall have been paid in full on or before the Closing Date); all of the risk participation exposures in respect of the Existing Letters of Credit shall be deemed to be assumed by the Lenders ratably according to their respective Ratable Shares; and upon the Borrowers, the Administrative Agent and the Issuing Lender hereby agree that, from and after such date, the terms and conditions herein set forthof this Agreement shall apply to the Existing Letters of Credit, superseding any other agreement theretofore applicable to them to the extent inconsistent with the terms hereof. The Borrowers or any Loan Party may at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding Expiration Date request the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower a standby or any Restricted Subsidiary, letters trade letter of credit (each, each a “Letter of Credit”), which may be denominated in either Dollars or an Optional Currency, for its own account or the account of another Loan Party or any Subsidiary, or the amendment or extension of an existing Letter of Credit, by delivering or transmitting electronically, or having such other Loan Party deliver or transmit electronically to the Issuing Lender (with a copy to the Administrative Agent) a completed application for letter of credit, or request for such amendment or extension, as applicable, in such form as the Issuing Lender may specify from time to time by no later than 10:00 a.m. at least five (5) Business Days, or such shorter period as may be approved agreed to by such the Issuing Lender, in advance of the proposed date of issuance. The Borrowers or any Loan Party shall authorize and direct the Issuing Lender to name the applicable Borrower or any Loan Party or any Subsidiary as the “Applicant” or “Account Party” of each Letter of Credit Issuer in its reasonable discretionCredit; provided that if any such Subsidiary that is an “Applicant” or “Account Party” is not a Loan Party, the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the applicable Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount Obligations of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held each Loan Party that directly or through its Affiliates)indirectly owns the Equity Interests of such Subsidiary. Promptly after receipt of any letter of credit application, would exceed the Revolving Credit Commitment Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Issuer (or its Affiliates)application and if not, (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by such Issuing Lender will provide the Administrative Agent and with a copy thereof.
2.9.1.1 Unless the Issuing Lender has received notice from any Lender, the Administrative Agent or any Loan Party, at least one day prior to the requested date of issuance, amendment or extension of the applicable Letter of Credit Issuer Credit, that one or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the more applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth conditions in Section 77 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, the Borrower maythen, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including and in reliance on the agreements of the other Lenders set forth in this Section 4.1) as if each such 2.9 [Letter of Credit was issued by Subfacility], the applicable Issuing Lender or any of the Issuing Lender’s Affiliates will issue the proposed Letter of Credit Issuer pursuant or agree to this Agreement and (ii) such amendment or extension, provided that each Letter of Credit Issuer shall (A) have a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire later than the Expiration Date and provided further that has issued an Existing in no event shall (i) the Letter of Credit Obligations exceed, at any time outstanding, Ten Million Dollars ($10,000,000) (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any time outstanding, the Revolving Credit Commitments. Each request by the Borrowers for the issuance, amendment or extension of a Letter of Credit shall be deemed to have granted each be a representation by the Borrowers that it shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit Participant in respect thereof and each or any amendment to a Letter of Credit Participant in respect thereof shall be deemed to have acquired from the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofor amendment.
Appears in 2 contracts
Samples: Credit Agreement (Stoneridge Inc), Credit Agreement (Stoneridge Inc)
Issuance of Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Each Letter of Credit Issuer agrees to issue (shall be issued or cause its Affiliates or other financial institution with which amended, as the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf)case may be, upon the request of and for the account of applicable Borrower delivered to the Borrower or any Restricted Subsidiary, letters of credit (each, a “applicable Letter of Credit”Credit Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of such form as may Borrower. Such Letter of Credit Application must be approved received by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and Swingline Loans outstanding at time as the Administrative Agent and such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer may agree in a particular instance in their sole discretion) prior to the Stated Amount proposed issuance date or date of whichamendment, when added as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such Letter of Credit Issuer’s Revolving : (A) the proposed issuance date of the requested Letter of Credit Exposure (whether held directly or through its Affiliateswhich shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, would exceed the Revolving such Letter of Credit Commitment of Application shall specify in form and detail satisfactory to such Letter of Credit Issuer (or its Affiliates), (iv1) each the Letter of Credit shall have an expiration date occurring no later than to be amended; (2) the earlier of (x) one year after the proposed date of issuance thereofamendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as such Letter of Credit Issuer may reasonably require. Additionally, unless otherwise agreed upon by such Borrower shall furnish to such Letter of Credit Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such Letter of Credit Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable Letter of Credit Issuer will confirm with the Administrative Agent (by telephone or as provided under Section 3.2(e), and (yin writing) that the Administrative Agent has received a copy of such Letter of Credit Maturity DateApplication from the applicable Borrower and, (v) each if not, such Letter of Credit shall be denominated in Dollars, (vi) no Issuer will provide the Administrative Agent with a copy thereof. Unless such Letter of Credit shall be issued if it would be illegal under Issuer has received written notice from any Applicable Law for Tranche A Lender, the beneficiary Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article 10 shall not then be satisfied, then, subject to the terms and conditions hereof, such Letter of Credit to have Issuer shall, on the requested date, issue a Letter of Credit issued for the account of such Borrower or enter into the applicable amendment, as the case may be, in its favor, (vii) no each case in accordance with such Letter of Credit Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Tranche A Lender shall be issued after deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until risk participation in such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission in an amount equal to the product of such notice Tranche A Lender’s Tranche A Pro Rata Share times the amount of such Letter of Credit.
(iii) If any Letters of Credit are outstanding upon the termination of the Commitments, to the extent the Maximum Tranche A-1 Revolver Amount exceeds (immediately prior to such termination) the Tranche A-1 Revolving Loans then outstanding (the amount of such excess being the “Excess Amount”), upon such termination, the Tranche A Lenders shall be deemed to have sold to each Tranche A-1 Lender, and each Tranche A-1 Lender shall be deemed unconditionally and irrevocably to have purchased from the party Tranche A Lenders, without recourse or parties originally delivering such notice or (y) the waiver of such Default or Event of Default warranty, a risk participation in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no each outstanding Letter of Credit shall be issued in an amount equal to (A) the product of such Tranche A-1 Lender’s Tranche A-1 Pro Rata Share times the Excess Amount multiplied by (B) the amount of such Letter of Credit divided by the aggregate amount of all such outstanding Letters of Credit.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Letter of Credit Issuer if such issuance would cause will also deliver to the Letter of Credit Obligations Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of creditamendment.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 2 contracts
Samples: Loan and Security Agreement (Metals Usa Holdings Corp.), Loan and Security Agreement (FLAG INTERMEDIATE HOLDINGS Corp)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, The Borrower may at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding Maturity Date request the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters a letter of credit (each, a “Letter of Credit”), for its own account or the account of any of the Borrower’s Subsidiaries, or the amendment or extension of an existing Letter of Credit, by delivering or transmitting by facsimile or email (in “pdf,” “tif” or similar format), to an Issuing Lender selected by the Borrower (with a copy to the Revolving/TLA Administrative Agent) a completed application for letter of credit, or request for such amendment or extension, as applicable, signed by the Borrower (and, in the case of a Letter of Credit issued for the account of any of the Borrower’s Subsidiaries, also signed by such Subsidiary) and otherwise in such form as such Issuing Lender may specify from time to time by no later than 10:00 a.m. at least five (5) Business Days, or such shorter period as may be approved agreed to by such Issuing Lender, in advance of the proposed date of issuance. The Borrower shall authorize and direct each Issuing Lender to name the Borrower as the “Applicant” or “Account Party” of each Letter of Credit and, in the case of a Letter of Credit issued for the account of any of the Borrower’s Subsidiaries, to name such Subsidiary as the “Co-Applicant” of such Letter of Credit. Promptly after receipt of any letter of credit application, such Issuing Lender shall confirm with the Revolving/TLA Administrative Agent (by telephone or in writing) that the Revolving/TLA Administrative Agent has received a copy of such Letter of Credit Issuer application and if not, such Issuing Lender will provide the Revolving/TLA Administrative Agent with a copy thereof. Letters of Credit may be issued in its reasonable discretionthe form of a Standby Letter of Credit or a Commercial Letter of Credit; provided that the Borrower Specified Issuing Lenders shall not be required to issue any Commercial Letter of Credit. Letters of Credit shall be a co-applicantissued only in U.S. Dollars. For the avoidance of doubt, and be jointly and severally liable, with respect to the Loan Parties acknowledge that each Letter of Credit issued for the account of a Restricted SubsidiaryPersons other than the Loan Parties shall constitute an Investment and Guaranty in an amount equal to the face amount of such Letter of Credit, without duplication, and shall be subject to the limitations set forth herein.
(b) Notwithstanding Unless an Issuing Lender has received notice from any Lender, the foregoingRevolving/TLA Administrative Agent or any Loan Party, at least one day prior to the requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] are not satisfied, then, subject to the terms and conditions hereof and in reliance on (among other things) the agreements of the other Lenders set forth in this Section 2.9, such Issuing Lender or any of such Issuing Lender’s Affiliates will issue the proposed Letter of Credit or agree to such amendment or extension; provided that after giving effect thereto:
(i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no expire later than the earlier of (x) one year after subject to Section 2.9.1(c), twelve (12) months from the date of issuance thereofor extension, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e)Issuing Lender agrees, and (y) with respect to any Issuing Lender, the Letter of Credit Maturity DateDate for such Issuing Lender, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from unless such Issuing Lender agrees and the Borrower or complies with the Administrative Agent stating that a Default or an Event requirements of Default has occurred and is continuing until such time as Section 2.9.10 [Cash Collateral Prior to the Letter of Credit Issuer Revolving Maturity Date]; and
(ii) in no event shall have received a written notice of (x) rescission the aggregate amount of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation Aggregate Sublimit at any one time outstanding, (y) the aggregate amount of such Letter of Credit Issuer, Obligations with respect to Letters of Credit issued and outstanding by any Issuing Lender exceed its Letter of Credit Issuing Lender Sublimit at any one time (ixunless otherwise agreed to by such Issuing Lender) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and or (xz) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Facility Usage exceed the Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject that would be in effect at any time prior to the availability expiration of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter all Letters of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject at such time (after giving effect to the terms and conditions hereof (including Section 4.1) as if each Maturity Date of any Revolving Credit Commitment occurring prior to the expiration of all such Letter Letters of Credit was issued by Credit). Each request for the applicable Letter issuance, amendment or extension of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing a Letter of Credit shall be deemed to have granted each be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit Participant in respect thereof and each or any amendment to a Letter of Credit Participant to the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrower and the Revolving/TLA Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(c) If the Borrower so requests in respect any applicable request for a Letter of Credit, the Issuing Lender may, in its discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have acquired from authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit Issuerat any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Revolving/TLA Administrative Agent that the Required Revolving/TLA Lenders have elected not to permit such extension or (2) from the Revolving/TLA Administrative Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions specified in Section 7.2 [Each Additional Loan or Letter of Credit] are not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.
(d) Notwithstanding Section 2.9.1(a), no Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the Letter of Credit, or any Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Official Body with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good xxxxx xxxxx material to it, or (ii) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally.
(e) All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and shall be subject to and governed by the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 2 contracts
Samples: Credit Agreement (CONSOL Energy Inc.), Credit Agreement (CONSOL Energy Inc.)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding By the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request (or any consent of, or confirmation by or to, the Administrative Agent), subject an amendment to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter increasing the amount thereof) and without any further action on the part of Credit outstanding under this Agreementthe applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to be a Letter of Credit issued under this Agreement each Lender, and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired Lender hereby acquires from such Letter of Credit IssuerIssuing Bank, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided a participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter Lender’s Applicable Percentage of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, the amount equal to such Lender’s Applicable Percentage of such LC Disbursement made by such Issuing Bank and not reimbursed by Borrower on the applicable date due as provided in Section 2.5(e), or of any reimbursement payment required to be refunded to Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit (provided that such Letter of Credit shall expire no later than the date set forth in Section 2.5(c)), or the occurrence and (B) continuance of a Default or reduction or termination of the aggregate amount of Commitments, and that each such payment shall be made without any outstanding reimbursement obligations in respect thereofoffset, abatement, withholding or reduction whatsoever.
Appears in 2 contracts
Samples: Senior Revolving Credit Facility (Kinetik Holdings Inc.), Credit Agreement (Kayne Anderson Acquisition Corp)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and Borrower may from time to time on and after request the Closing Date and prior Issuing Lender to issue a Standby L/C or a Commer- cial L/C by delivering to the date that is 15 days prior Administrative Agent at its address specified in subsection 11.2 (or such other location as the Issuing Lender may di- rect) a letter of credit application in the Issuing Lender's then customary form (the "L/C Application") completed to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account satisfaction of the Borrower or any Restricted SubsidiaryIssuing Lender, letters together with the proposed form of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion(which shall comply with the applicable requirements of paragraph (b) below) and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request; provided that if the Issuing Lender informs Borrower shall be a co-applicantthat it is for any reason unable to open such Letter of Credit, and be jointly and severally liable, with respect Borrower may request any Lender to each open such Letter of Credit upon the same terms offered to the Issuing Lender and each reference to the Is- suing Lender for purposes of subsections 3.5 through 3.13, 6.1 and 6.2 shall be deemed to be a reference to such Issuing Lender.
(b) Each Standby L/C and Commercial L/C issued hereunder shall be issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoingBorrower and shall, among other things, (i) no Letter of Credit be in such form requested by Borrower as shall be issued the Stated Amount of which, when added acceptable to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then Issuing Lender in effect, its sole discretion and (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration expiry date occurring no not later than (a) 365 days, in the earlier case of a Standby L/C, or (xb) one year 120 days, in the case of a Commercial L/C, after the date of issuance thereofof such Letter of Credit, unless otherwise agreed upon by and, in the Administrative Agent and case of Standby L/Cs, may provide for the applicable renewal thereof on its expiry date for an additional period equal to the initial term, but in no case shall any Letter of Credit Issuer or as provided under Section 3.2(e), have an expiry date occur- ring later than the Revolving Credit Termination Date. Each L/C Applica- tion and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction International Standby Practices (ISP 98) of the Conditions set forth International Chamber of Commerce (in Section 7the case of Standby L/Cs) or the Uniform Customs (in the case of Commercial L/Cs) and, to the extent not inconsistent therewith, the Borrower may, with the written consent laws of the Letter State of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableNew York.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 2 contracts
Samples: Credit Agreement (Hollywood Entertainment Corp), Credit Agreement (Hollywood Entertainment Corp)
Issuance of Letters of Credit. (a) Subject The Borrowers shall be entitled to and upon request the terms and conditions herein set forth, at any time and issuance of Letters of Credit from time to time on from and after including the Closing Date and prior to but excluding the date that which is 15 days two Business Days prior to the Revolving Credit Maturity Loan Commitment Expiration Date, by giving the Agent a Letter of Credit Request at least three (3) Business Days before the requested date of issuance of such Letter of Credit (which shall be a Business Day). Any Letter of Credit Request received by the Agent later than 10:00 a.m., Los Angeles time, shall be deemed to have been received on the next Business Day. Each Letter of Credit Request shall be made in writing, shall be signed by a Responsible Officer, shall be irrevocable and shall be effective upon receipt by the Agent. Provided that a valid Letter of Credit Request has been received by the Agent and upon fulfillment of the other applicable conditions set forth in Section 4.3, the Agent will issue the requested Letter of Credit from its office specified in Section 9.2. No Letter of Credit shall have an expiration date later than two Business Days prior to the Revolving Loan Commitment Expiration Date.
(b) Immediately upon the issuance of each Letter of Credit, the Agent shall be deemed to have sold and transferred to each Revolving Loan Lender, and each Revolving Loan Lender shall be deemed to have purchased and received from the Agent, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrowers under this Agreement in respect thereof in an amount equal to the product of (i) such Revolving Loan Lender's Revolving Loan Commitment Percentage and (ii) the maximum amount available to be drawn under such Letter of Credit Issuer agrees (assuming compliance with all conditions to issue (or cause its Affiliates or other financial institution with which drawing). The Agent shall promptly advise each Revolving Loan Lender of the issuance of each Letter of Credit, the Letter of Credit Issuer Amount of such Letter of Credit, any change in the face amount or expiration date of such Letter of Credit, the cancellation or other termination of such Letter of Credit and any drawing under such Letter of Credit.
(c) The payment by the Agent of a draft drawn under any Letter of Credit shall have entered into an agreement regarding first be made from any Cash Collateral Deposit held by the issuance Agent with respect to such Letter of letters Credit. After any such Cash Collateral Deposit has been applied, the payment by the Agent of credit hereundera draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Agent in its individual capacity as a Lender hereunder (in such capacity, to issue the "Drawing Lender") of a Base Rate Loan in the amount of such payment (but -------------- without any requirement of compliance with the conditions set forth in Section 4.3). In the event that any such Loan by the Drawing Lender resulting from a drawing under any Letter of Credit is not repaid by the Borrowers by 12:00 noon, Los Angeles time, on its behalfthe day of payment of such drawing, the Agent shall promptly notify each other Revolving Loan Lender. Each Revolving Loan Lender shall, on the day of such notification (or if such notification is not given by 3:00 p.m., Los Angeles time, on such day, then on the next succeeding Business Day), upon make a Base Rate Loan, which shall be used to repay the request applicable portion of the Base Rate Loan of the Drawing Lender with respect to such Letter of Credit drawing, in an amount equal to the amount of such Revolving Loan Lender's participation in such drawing for application to repay the Drawing Lender (but without any requirement of compliance with the applicable conditions set forth in Section 4.3) and shall deliver to the Agent for the account of the Borrower Drawing Lender, on the day of such notification (or if such notification is not given by 3:00 p.m., Los Angeles time, on such day, then on the next succeeding Business Day) and in immediately available funds, the amount of such Base Rate Loan. In the event that any Restricted SubsidiaryRevolving Loan Lender fails to make available to the Agent for the account of the Drawing Lender the amount of such Base Rate Loan, letters the Drawing Lender shall be entitled to recover such amount on demand from such Revolving Loan Lender together with interest thereon at the Federal Funds Effective Rate for each day such amount remains outstanding.
(d) The obligations of credit (each, a “the Borrowers with respect to any Letter of Credit”, any Letter of Credit Request and any other agreement or instrument relating to any Letter of Credit and any Base Rate Loan made under Section 2.3(c) shall be absolute, unconditional and irrevocable and shall be paid strictly in accordance with the terms of the aforementioned documents under all circumstances, including the following:
(i) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document;
(ii) the existence of any claim, setoff, defense or other right that the Borrowers may have at any time against any beneficiary or transferee of any Letter of Credit (or any Person for whom any such form as beneficiary or transferee may be approved by acting), the Agent, any Lender (other than the defense of payment to a Lender in accordance with the terms of this Agreement) or any other Person, whether in connection with this Agreement, any other Loan Document, the transactions contemplated hereby or thereby or any unrelated transaction;
(iii) any statement or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect, or any statement therein being untrue or inaccurate in any respect whatsoever; and
(iv) any exchange, release or nonperfection of any Collateral or other collateral, or any release, amendment or waiver of or consent to departure from any Guarantee, other Loan Document or other guaranty, for any of the Obligations of the Borrowers in respect of the Letters of Credit.
(e) The Borrowers shall pay to the Agent for the account of the Revolving Loan Lenders with respect to each Letter of Credit issued hereunder, for the period from and including the day such Letter of Credit Issuer is issued to but excluding the day such Letter of Credit expires, a letter of credit fee equal to the product of (i) the Applicable Revolving Loan Margin for LIBOR Loans per --- annum and (ii) the Letter of Credit Amount of such Letter of Credit from time ----- to time, such letter of credit fee to be payable quarterly in arrears on the last day of each March, June, September and December and on the expiration date of such Letter of Credit.
(f) The Borrowers shall pay to the Agent for its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liableown account, with respect to each Letter of Credit issued for hereunder, from time to time such additional fees and charges (including cable charges) as are generally associated with letters of credit, in accordance with the account Agent's standard internal charge guidelines and the related Letter of a Restricted SubsidiaryCredit Request.
(bg) Notwithstanding The Borrowers agree to the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to provisions in the Letter of Credit Obligations at such timeRequest form; provided, would exceed however, that the terms of the Loan Documents shall take -------- ------- precedence if there is any inconsistency between the terms of the Loan Documents and the terms of said form.
(h) The Borrowers assume all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added with respect to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment use of such Letter of Credit Issuer Credit. Neither the Agent nor any Lender nor any of their respective officers or directors shall be liable or responsible for (or its Affiliates), (ivi) each the use that may be made of any Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower acts or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment omissions of any Extended Revolving Credit Commitments beneficiary or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth transferee in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments connection therewith; or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter the validity, sufficiency or genuineness of Credit Issuer that has issued an Existing Letter documents, or of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from any endorsement thereof, even if such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available documents should prove to be drawn under such Existing Letter in any or all respects invalid, insufficient, fraudulent or forged. In furtherance and not in limitation of Credit and (B) the aggregate amount foregoing, the Agent may accept any document that appears on its face to be in order, without responsibility for further investigation, regardless of any outstanding reimbursement obligations in respect thereofnotice or information to the contrary.
Appears in 2 contracts
Samples: Credit Agreement (Entravision Communications Corp), Credit Agreement (Entravision Communications Corp)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days three (3) Business Days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates)Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates)Commitment, (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, continuing and (viii) unless otherwise agreed by the applicable Letter of Credit Issuer, no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.1.1
Appears in 2 contracts
Samples: Incremental Agreement (Grocery Outlet Holding Corp.), First Lien Credit Agreement (Grocery Outlet Holding Corp.)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein of this Agreement, the Issuing Bank agrees, in reliance on the agreement of the other Banks set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunderforth in Section 2.2, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, standby letters of credit (collectively, the “Letters of Credit”; each, individually, a “Letter of Credit”) in such form as may be approved by such during the Commitment Period for the account of the Applicant, or jointly and severally for the account of the Applicant and each Co-Applicant delivering a Letter of Credit Issuer in its reasonable discretion; provided that Request. The aggregate Letter of Credit Exposure shall not at any time exceed the Borrower shall be a co-applicantamount of the Commitment at such time, and such Letters of Credit may be jointly and severally liabledenominated in either Dollars or an Optional Currency. In addition, with the Letter of Credit Exposure in respect to each of Letters of Credit issued during the Commitment Period for the account of Subsidiaries of the Applicant which are not Material Insurance Subsidiaries shall not at any time exceed $15,000,000 in the aggregate. Each Letter of Credit issued for the account of pursuant to this Section shall have a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Stated Expiration Date. No Letter of Credit shall be issued if the Stated Amount of which, when added to Agent determines that the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then conditions set forth in effect, Section 3.2 have not been satisfied.
(iib) no Each Letter of Credit shall be issued for the Stated Amount account of whichthe Applicant, when added individually, or for the account of the Applicant and one or more Co-Applicants, jointly and severally, in support of an obligation of the Applicant or of the Applicant and one or more Co-Applicants in favor of a beneficiary which has requested the issuance of such Letter of Credit as a condition to a transaction entered into in connection with the Applicant’s or the Co-Applicant’s or Co-Applicants’ reinsurance or insurance business or otherwise for the general corporate purposes of the Applicant or Co-Applicant(s); provided, however, that the Letter of Credit Obligations Exposure with respect to Letters of Credit issued for the general corporate purposes of the Applicant or Co-Applicant(s) shall not at any time exceed $15,000,000. The Applicant, and any Co-Applicant, as the case may be, shall give the Agent a Letter of Credit Request for the issuance of each Letter of Credit by 11:00 A.M., one Business Day prior to the requested Date of Issuance. Each Letter of Credit Request executed by a Co-Applicant shall provide that such Co-Applicant shall be, from and after the Date of Issuance of the Letter of Credit which is requested, a party hereto and shall have all the rights and obligations of a Co-Applicant under this Agreement and under the other Credit Documents to which it is a party. Such Letter of Credit Request shall specify (i) the beneficiary of such Letter of Credit and the Revolving obligations of the Applicant and/or Co-Applicant in respect of which such Letter of Credit Loans is to be issued, (ii) the Applicant’s and/or Co-Applicant’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then documentation to be required in effectrespect thereof, (iii) no the maximum Dollar Equivalent amount to be available under such Letter of Credit, (iv) the requested Date of Issuance, (v) the requested Stated Expiration Date for such Letter of Credit which shall not be required to be issued by a more than one year from the requested Date of Issuance, (vi) whether such Letter of Credit Issuer is to be an Evergreen Letter of Credit and, if so, the Beneficiary Notification Date (which shall be at least thirty (30) days prior to the Stated Amount of whichExpiration Date thereof), when added (vii) the account party with respect to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (yviii) the Letter of Credit Maturity Date, (v) each whether such Letter of Credit shall be denominated in DollarsDollars or an Optional Currency. Upon receipt of such Letter of Credit Request, (vi) no the Agent shall promptly notify the Issuing Bank and each other Bank thereof. The Issuing Bank shall make every effort on the proposed Date of Issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be issued if it would in form and substance reasonably satisfactory to the Issuing Bank, with such provisions with respect to the conditions under which a drawing may be illegal under any Applicable Law for made thereunder and the beneficiary documentation required in respect of such drawing as the Letter of Credit to have Issuing Bank shall reasonably require. The parties agree that a Letter of Credit substantially in the form of Exhibit D shall be deemed to be in form and substance reasonably satisfactory to the Issuing Bank; provided, however, that Letters of Credit issued pursuant hereto need not be in its favor, (vii) no the form of said Exhibit D. Each Letter of Credit shall be issued after used solely for the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of creditpurposes described therein.
(c) In connection with Each payment by the establishment Issuing Bank of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a draft drawn under a Letter of Credit issued pursuant shall give rise to such Class an immediate obligation on the part of Extended Revolving Credit Commitments the Applicant, or Additional/Replacement Revolving Credit Commitmentsto an immediate joint and several obligation on the part of the Applicant and the Co-Applicant, as applicable. Upon the case may be, to reimburse the Issuing Bank in Dollars for the Dollar Equivalent amount thereof on the Business Day on which the payment of such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject draft has been made to the terms of this Section 3, beneficiary (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder which notice shall become a Letter of Credit outstanding under this Agreement, be given promptly and shall be deemed to be constitute a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, demand for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofreimbursement).
Appears in 2 contracts
Samples: Letter of Credit Agreement (Pma Capital Corp), Letter of Credit Agreement (Pma Capital Corp)
Issuance of Letters of Credit. (a) Subject to and upon all of the terms and conditions herein set forthhereof, at any time and Issuer agrees to establish the LC Facility pursuant to which, during the period from the date hereof to (but excluding) the 30th day prior to the last day of the Term, Issuer shall issue one or more Letters of Credit on Borrower Agent’s request therefor from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the following terms of this Section 3, and conditions:
(i) each Existing Each Borrower acknowledges that Issuer’s willingness to issue any Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit is conditioned upon Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, receipt of (A) an LC Application with respect to the outstanding amount available to be drawn under such Existing requested Letter of Credit and (B) such other instruments and agreements as Issuer may customarily require for the aggregate issuance of a letter of credit of equivalent type and amount as the requested Letter of Credit. Issuer shall have no obligation to issue any Letter of Credit unless (x) Issuer receives an LC Request and LC Application at least five (5) Business Days prior to the date of issuance of a Letter of Credit, and (y) each of the LC Conditions is satisfied on the date of Issuer’s receipt of the LC Request and at the time of the requested issuance of a Letter of Credit.
(ii) Letters of Credit may be requested by a Borrower only if they are to be used (a) to support obligations of a Borrower or a Subsidiary of a Borrower incurred in the Ordinary Course of Business of such Borrower or such Subsidiary, on a standby or documentary basis, and payable solely in U.S. Dollars or (b) for such other purposes as Agent and Lenders may approve from time to time in writing.
(iii) Borrowers shall comply with all of the terms and conditions imposed on Borrowers by Issuer that are contained in any LC Application or in any other agreement customarily or reasonably required by Issuer in connection with the issuance of any outstanding reimbursement obligations Letter of Credit. If Issuer shall honor any request for payment under a Letter of Credit, Borrowers shall be jointly and severally obligated to pay to Issuer, in Dollars on the same day as the date on which payment was made by Issuer (the “Reimbursement Date”), an amount equal to the amount paid by Issuer under such Letter of Credit (or, if payment thereunder was made by Issuer in a currency other than Dollars, an amount equal to the dollar equivalent of such currency, as determined by Issuer, as of the time of Issuer’s payment under such Letter of Credit, in each case), together with interest from and after the Reimbursement Date until Full Payment is made by Borrowers at the Default Rate for Revolving Loans constituting Base Rate Loans. Until Issuer has received payment from Borrowers in accordance with the foregoing provisions of this clause (iii), Issuer, in addition to all of its other rights and remedies under this Agreement and any LC Application, shall be fully subrogated to the rights and remedies of each beneficiary under such Letter of Credit whose claims against Borrowers have been discharged with the proceeds of such Letter of Credit. Whether or not a Borrower submits any Funding Notice to Agent, Borrowers shall be deemed to have requested from Lenders a borrowing of Base Rate Loans in an amount necessary to pay to Issuer all amounts due to Issuer on any Reimbursement Date and each Lender agrees to fund its Pro Rata share of such borrowing whether or not any Default or Event of Default has occurred or exists, the Commitments have been terminated, the funding of the borrowing would result in (or increase the amount of) any Out of-Formula Condition, or any of the conditions set forth in Section 3.2 are not satisfied.
(iv) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary thereof. The obligation of Borrowers to reimburse Issuer for any payment made by Issuer under a Letter of Credit shall be absolute, unconditional, irrevocable and joint and several and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right which Borrowers may have at any time against a beneficiary or transferee of any Letter of Credit except to the extent the Issuer was grossly negligent as determined by a court of competent jurisdiction in a non-appealable proceeding. In connection with the issuance of any documentary Letter of Credit, none of Agent, Issuer or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in the Documents; the form, validity, sufficiency, enforceability, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon, even if such Documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure or omission to ship, any or all of the goods referred to in a documentary Letter of Credit or Documents applicable thereto; any deviation from instructions, delay, default or fraud by the shipper and/or any Person in connection with any goods or any shipping or delivery thereof; any breach of contract between the shipper or vendors and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, email, electronic transmission, or otherwise, whether or not they be in cipher, unless such errors, omissions, interruptions or delays are the result of the gross negligence or willful misconduct of Issuer; errors in interpretation of technical terms; the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; or any consequences arising from causes beyond the control of Issuer, Agent, or any Lender, including any act or omission (whether rightful or wrongful) of any present or future Governmental Authority. The rights, remedies, powers and privileges of Issuer under this Agreement with respect to Letters of Credit shall be in addition to, and cumulative with, all rights, remedies, powers and privileges of Issuer under any of the LC Documents. Nothing herein shall be deemed to release Issuer from any liability or obligation that it may have in respect thereofto any Letter of Credit arising out of and directly resulting from its own gross negligence or willful misconduct.
(v) No Letter of Credit shall be extended or amended in any respect that is not solely ministerial, unless all of the LC Conditions are met as though a new Letter of Credit were being requested and issued. With respect to any Letter of Credit that contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal, unless any such Lender shall have provided to Agent written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the LC Conditions are met and no Default or Event of Default exists, each Lender shall be deemed to have consented to any such extension or renewal.
(vi) Unless otherwise provided in any of the LC Documents, each LC Application and each Letter of Credit shall be subject to and governed, as applicable, by (i) the Uniform Customs and Practice for Documentary Credits International Chamber of Commerce (“ICC”), Publication 500, or any subsequent revision or restatement thereof adopted by the ICC and in use by Issuer or (ii) the International Standby Practices, ICC Publication No. 590, or any subsequent revision or restatement thereof adopted by the ICC and in use by Issuer, except to the extent that the terms of such publication would limit or diminish rights granted to Issuer hereunder or in any other Credit Document.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit and Guaranty Agreement (Euramax International, Inc.), Senior Secured Revolving Credit and Guaranty Agreement (Euramax International, Inc.)
Issuance of Letters of Credit. (a) Subject The Fronting Bank agrees, upon the receipt of an appropriately completed and properly authorized Letter of Credit Application, in a form and containing terms and conditions that are reasonably acceptable to the Fronting Bank and upon consistent with the terms hereof, and on the terms and subject to the conditions herein hereinafter set forth, to issue Letters of Credit for the account of the Borrower, at any time and from time to time on and after the Closing Date and prior to until the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter earlier of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no the LC Maturity Date and (ii) the termination of the LC Commitment in accordance with the terms hereof; provided, however, that any Letter of Credit shall be issued only if, and each request by the Stated Amount Borrower for the issuance of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no any Letter of Credit shall be issued deemed a representation and warranty of the Stated Amount Borrower that, immediately following the issuance of which, when added to the any such Letter of Credit Obligations Credit, (x) the LC Exposure at such time shall not exceed the LC Commitment in effect at such time and (y) the aggregate principal amount of Revolving Credit Loans and Swingline Loans outstanding at such time, would time plus the LC Exposure at such time shall not exceed the Total aggregate Revolving Credit Commitment then Commitments in effect, effect at such time.
(iiib) no No Letter of Credit shall be required to be issued by with a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an stated expiration date occurring no later than the earlier of (i) the close of business on the LC Maturity Date and (ii) the close of business on the date that is (x) one year 270 days after the date of issuance thereofof such Letter of Credit, unless otherwise agreed upon by in the Administrative Agent and the applicable case of a Trade Letter of Credit Issuer or as provided under Section 3.2(e), and (y) 12 months after the date of issuance of such Letter of Credit, in the case of a Standby Letter of Credit. Each Letter of Credit shall provide for payments of drawings in dollars.
(c) Each Trade Letter of Credit shall, among other things, provide for the payment of sight drafts when presented for honor thereunder, or of time drafts with a maturity date occurring not later than the earlier of (i) 120 days after the presentation thereof and (ii) the LC Maturity Date, in each case in accordance with the terms thereof and when accompanied by the required documents or when such documents are presented to the Fronting Bank.
(vd) each Each Standby Letter of Credit may, in the absolute discretion of the Fronting Bank, include a provision whereby such Standby Letter of Credit shall be denominated in Dollars, renewed automatically for additional consecutive periods of 12 months or less (vibut not beyond the LC Maturity Date) no unless the Fronting Bank notifies the beneficiary thereof at least 60 days prior to the then-applicable expiry date that such Standby Letter of Credit shall will not be issued if it would be illegal under any Applicable Law for renewed.
(e) The Borrower may request the beneficiary extension or renewal of the a Standby Letter of Credit that is not automatically renewed in accordance with the terms contained therein by giving written notice to have a the Fronting Bank at least three Business Days prior to the then-current expiry date of such Standby Letter of Credit issued (provided that the Fronting Bank may accommodate requests on shorter notice in its favor, (vii) sole discretion). If no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until continuing, the Fronting Bank shall promptly issue such time as extension or renewal; provided, however, that the Fronting Bank shall have no obligation to extend or renew any Standby Letter of Credit Issuer shall have received (i) for a written notice period in excess of (x) rescission of such notice from the party or parties originally delivering such notice 12 months or (yii) to an expiry date beyond the waiver LC Maturity Date.
(f) Each request for the issuance of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no a Letter of Credit shall be issued made by the applicable a written or facsimile authenticated Letter of Credit Issuer if Application from the Borrower to the Fronting Bank specifying whether such issuance would cause the Letter of Credit Obligations is to be a Trade Letter of Credit or a Standby Letter of Credit (and if such Letter of Credit is to be a Standby Letter of Credit, the date on which such Standby Letter of Credit is to be issued), the date on which such Letter of Credit is to expire, the amount of such Letter of Credit, the name and address of the beneficiary of such Letter of Credit Issuer and such other information as may be necessary or desirable to exceed the Letter of Credit Sub-Commitment Obligation of complete such Letter of Credit Issuer, Credit. The Fronting Bank will provide the Administrative Agent on the first Business Day of each week (ixor on a more frequent basis if reasonably requested by the Administrative Agent) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with a statement setting forth the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction aggregate face amount of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter Outstanding Standby Letters of Credit issued pursuant to such Class by it and the aggregate face amount of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter the Outstanding Trade Letters of Credit shall no longer be deemed to be issued and outstanding under for each day since the end of the period covered by the prior such prior Class and shall instead be deemed to be issued and outstanding under statement, together with such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On other information regarding the Closing Date, without further action by any party hereto (including the delivery of a Letter Outstanding Letters of Credit Request or any consent of, or confirmation as may be reasonably requested by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 2 contracts
Samples: Credit Agreement (Jsce Inc), Credit Agreement (Jefferson Smurfit Corp /De/)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after On the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of outstanding letters of credit hereunderpreviously issued by any Lender under the 2014 Credit Agreement that are set forth on Schedule 2.9 (the “Existing Letters of Credit”) will automatically, without any action on the part of any Person, be deemed to issue on its behalf), upon the request be Letters of and Credit issued hereunder for the account of the Borrower for all purposes of this Agreement and the other Loan Documents. Borrower may at any time prior to the Expiration Date request the issuance of a standby or any Restricted Subsidiary, letters trade letter of credit (each, each a “Letter of Credit”) on behalf of itself or another Loan Party, or the amendment or extension of an existing Letter of Credit, by delivering or having such other Loan Party deliver to the Issuing Lender (with a copy to the Administrative Agent) a completed application and agreement for letters of credit, or request for such amendment or extension, as applicable, in such form as the Issuing Lender may specify from time to time by no later than 10:00 a.m. at least five (5) Business Days, or such shorter period as may be approved agreed to by such Letter the Issuing Lender, in advance of Credit Issuer the proposed date of issuance. Promptly after receipt of any letter of credit application, the Issuing Lender shall confirm with the Administrative Agent (by telephone or in its reasonable discretion; provided writing) that the Borrower shall be Administrative Agent has received a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment copy of such Letter of Credit Issuer (application and if not, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or its Affiliates)any Loan Party, (iv) each Letter of Credit shall have an expiration date occurring no later than at least one day prior to the earlier of (x) one year after the requested date of issuance thereofissuance, unless otherwise agreed upon by the Administrative Agent and amendment or extension of the applicable Letter of Credit Issuer Credit, that one or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the more applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth conditions in Section 77 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, the Borrower maythen, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including and in reliance on the agreements of the other Lenders set forth in this Section 4.1) as if each such 2.9, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant or agree to this Agreement and (ii) such amendment or extension, provided that each Letter of Credit Issuer shall (A) have a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire later than the Expiration Date and provided further that has issued an Existing in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $30,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments minus the Blocked Amount. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to have granted each be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit Participant in respect thereof and each or any amendment to a Letter of Credit Participant in respect thereof shall be deemed to have acquired from the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy of such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofor amendment.
Appears in 2 contracts
Samples: Credit Agreement (Hallador Energy Co), Credit Agreement (Hallador Energy Co)
Issuance of Letters of Credit. (a) Subject to and Each Letter of Credit shall be issued upon notice, given not later than 11:00 a.m. (New York City time) on the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and fifth Business Day prior to the date that is 15 days prior to of the Revolving Credit Maturity Date, each proposed Issuance of such Letter of Credit Issuer agrees to issue (or cause its Affiliates on such shorter notice as Issuing Bank may agree), by the Company to Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Company of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed promptly in writing, or by telecopier (or any other financial institution electronic means agreed to by the Agent), specifying therein (A) the requested date of such Issuance (which shall be a Business Day), (B) the Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than five (5) Business Days before the Termination Date), (D) the name and address of the beneficiary of such Letter of Credit, (E) the form of such Letter of Credit, and that such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Company shall agree for use in connection with which such requested Letter of Credit (a “Letter of Credit Agreement”) and (F) such other matters as Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Notice of Issuance shall specify in form and detail reasonably satisfactory to Issuing Bank, (A) the Letter of Credit Issuer to be amended, (B) the proposed date of amendment thereof (which shall be a Business Day), (C) the nature of the proposed amendment and (D) such other matters as Issuing Bank may require. Additionally, the Company shall furnish to the Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as Issuing Bank or the Agent may require. If the requested form of such Letter of Credit is acceptable to Issuing Bank in its reasonable discretion (it being understood that any such form shall have entered into an agreement regarding only explicit documentary conditions to draw and shall not include discretionary conditions), Issuing Bank will, upon fulfillment of the applicable conditions set forth in Section 3.02, make such Letter of Credit available to the Company at its office referred to in Section 9.02 or as otherwise agreed with the Company in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.
(b) Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain Issuing Bank from issuing the Letter of Credit, or any law applicable to Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Bank shall prohibit, or request that Issuing Bank refrain from, the issuance of letters of credit hereunder, to issue on its behalf), upon generally or the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower particular or shall be a co-applicant, and be jointly and severally liable, impose upon Issuing Bank with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such timeany restriction, would exceed reserve or capital requirement (for which Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which Issuing Bank in good xxxxx xxxxx material to it; (B) except as otherwise agreed by the Agent and Issuing Bank, the Letter of Credit Sub-Commitment then is in effectan initial stated amount less than $100,000, (ii) no in the case of a commercial Letter of Credit shall be issued Credit, or $100,000, in the Stated Amount case of which, when added to a standby Letter of Credit; (iii) the Letter of Credit is to be denominated in a currency other than Dollars; (iv) any Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Company or such Lender to eliminate such Issuing Bank’s actual or potential fronting exposure (after giving effect to Section 2.19(f)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Obligations and as to which Issuing Bank has actual or potential fronting exposure, as it may elect in its sole discretion; (v) the Revolving Letter of Credit Loans and Swingline Loans contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (vi) if after giving effect to the issuance of such Letter of Credit, the Available Amount of all then outstanding at such time, Letters of Credit would exceed the Total Revolving Credit Commitment then in effect, (iii) no lesser of the Letter of Credit Availability or the Letter of Credit Facility.
(c) Issuing Bank shall not amend or continue any Letter of Credit if Issuing Bank would not be required permitted at such time to issue the Letter of Credit in its amended or continued form under the terms hereof.
(d) Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and Issuing Bank shall have all of the benefits and immunities (i) provided to the Agent in Article VIII with respect to any acts taken or omissions suffered by Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and documents pertaining to such Letters of Credit as fully as if the term “Agent” as used in Article VIII included Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such Issuing Bank.
(e) If the Borrower so requests in an applicable Notice of Issuance, the Issuing Bank may, in its discretion, agree to issue a Letter of Credit Issuer the Stated Amount that has automatic extension provisions (each an “Auto-Extension Letter of whichCredit”); provided, when added to that, any such Auto-Extension Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed must permit the Revolving Credit Commitment Issuing Bank to prevent any such extension at least once in each twelve month period commencing with the date of issuance of such Letter of Credit Issuer by giving prior notice to the beneficiary thereof not later than a day (or its Affiliates), (ivthe “Non-Extension Notice Date”) in each such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have an expiration authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to a date occurring no not later than the earlier expiration date of such Letter of Credit; provided, however, that the Issuing Bank shall not permit any such extension if (xi) the Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date (A) from the Agent that the Required Lenders have elected not to permit such extension or (B) from the Agent, any Lender or any Loan Party that one year or more of the applicable conditions specified in Section 3.02 is not then satisfied, and in each case directing the Issuing Bank not to permit such extension.
(f) Issuing Bank shall not have any obligation to issue any Letter of Credit hereunder if the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable or last extension thereof (without giving effect to any auto-extension features).
(g) Issuing Bank shall not have any obligation to issue any Letter of Credit Issuer or as provided under Section 3.2(e), and (y) hereunder if the expiry date of such requested Letter of Credit Maturity Date, would occur more than twelve (v12) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued months after the applicable Letter date of Credit Issuer has received a written notice from the Borrower issuance or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of last extension thereof (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer without giving effect to exceed the Letter of Credit Subany auto-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of creditextension features).
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 2 contracts
Samples: Letter of Credit Facility Agreement (Eastman Kodak Co), Letter of Credit Facility Agreement (Eastman Kodak Co)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Letter of Credit Maturity Date, each the Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such the Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (viv) each Letter of Credit shall be denominated in Dollars, (viv) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, and (viivi) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or Borrower, the Administrative Agent or the Required Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, .
(viiic) no Letter of Credit shall be issued by the applicable The Letter of Credit Issuer if such issuance would cause shall be under no obligation to issue any Letter of Credit if:
(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Letter of Credit Obligations Issuer from issuing the Letter of Credit, or any requirement of law applicable to the Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Letter of Credit Issuer shall prohibit, or request that the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Letter of Credit Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Letter of Credit Issuer in good xxxxx xxxxx material to it;
(ii) the issuance of such Letter of Credit Issuer to exceed would violate one or more policies of the Letter of Credit Sub-Commitment Obligation Issuer applicable to Letters of such Credit generally;
(iii) except as otherwise agreed by the Administrative Agent and the Letter of Credit Issuer, the Letter of Credit is in an initial Stated Amount less than $100,000; or
(ixiv) UBS AG, Stamford Branch shall only the Letter of Credit is to be required to issue standby letters of credit and (x) denominated in no event shall SunTrust Bank be required to issue commercial or trade letters of credita currency other than Dollars.
(cd) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the applicable Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 2 contracts
Samples: Incremental Tranche B Term Loans (LPL Financial Holdings Inc.), Credit Agreement (LPL Investment Holdings Inc.)
Issuance of Letters of Credit. (ai) Subject to and upon The Company (on behalf of the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior applicable Borrower) shall deliver to the date that is 15 days prior to applicable Issuing Bank and the Revolving Credit Maturity Date, each Agent in a manner specified in Section 9.02 a signed Notice of Letter of Credit Issuer agrees to issue Issuance in the form attached hereto as Exhibit B-5
(or cause its Affiliates or other financial institution with which the a “Notice of Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of CreditIssuance”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no not later than 11:00 A.M. (New York City time) on the earlier of (x) one year after third Business Day preceding the requested date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery Issuance of a Letter of Credit Request or any consent ofhereunder, or confirmation by or tosuch shorter notice as may be acceptable to such Issuing Bank and the Agent; provided, that in the Administrative Agent), subject to the terms case of this Section 3, (i) each Existing a Notice of Letter of Credit set forth on Schedule 1.1(b) hereto issued by Issuance requesting the Issuance of a Letter of Credit Issuer hereunder denominated in a Primary Currency or in an Alternative Currency, the Borrower shall become a request, within one-half hour prior to the issuance of such Notice of Letter of Credit outstanding under this AgreementIssuance, the advice of the Euro-Agent as to the applicable exchange rate then in effect with respect to such Primary Currency or Alternative Currency, as applicable, and the Company shall specify such exchange rate so advised it by the Euro-Agent in such Notice of Letter of Credit Issuance, provided that such advice shall not be deemed to be a prediction or guaranty of such exchange rate after the Notice of Letter of Credit issued Issuance is submitted and shall in no way limit the applicable Borrower’s or Issuing Bank’s obligations under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as or, if each such applicable, any Letter of Credit was issued by Reimbursement Agreement due to fluctuations in the applicable Primary Currency or Alternative Currency, as applicable. Each Notice of Letter of Credit Issuer pursuant to this Agreement Issuance shall be irrevocable and binding on the Borrower on whose behalf it shall have been submitted.
(ii) each The applicable Issuing Bank shall give the Agent written notice, or telephonic notice confirmed promptly thereafter in writing, of the Issuance of a Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofCredit.
Appears in 1 contract
Issuance of Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forthhereof and such additional terms and conditions as the LC Issuer may require, at any time and the LC Issuer agrees to issue upon the Company's written request therefor from time to time on and after up to but not including the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Commitment Termination Date, each Letter Letters of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretionCompany; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter aggregate amount of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations shall not at such time, would any time exceed the lesser of (x) the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e)Limit, and (y) the Letter Revolving Credit Commitment, less the sum of Credit Maturity Date, (v1) each the aggregate outstanding principal amount of Working Capital Loans PLUS (2) the aggregate outstanding principal amount of Acquisition Loans.
(ii) Each Letter of Credit shall (x) have an expiration date not later than the Commitment Termination Date unless otherwise agreed to by the Lenders and the LC Issuer in their sole discretion, and (y) be denominated substantially in Dollarsthe form of EXHIBIT N hereto and otherwise in form and substance satisfactory to the Agent and the LC Issuer in all respects.
(iii) The Company shall deliver to the Agent and the LC Issuer prior to noon (New York City time) at least 3 Business Days before the requested date of issuance of a Letter of Credit, (vi) no a written request for the issuance of such Letter of Credit (a "LETTER OF CREDIT REQUEST"), together with all of the documents, materials and evidences required to be delivered to the Agent pursuant to Section 4.03 prior to the issuance of such Letter of Credit. Such request shall be issued if it would be illegal under any Applicable Law for set forth: (v) the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favorCredit, (viiw) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of stated amount thereof, (x) rescission of such notice from the party or parties originally delivering such notice or requested issue date, (y) the waiver requested expiration date and (z) the drawing conditions applicable thereto. On the requested date of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer the Company shall deliver to exceed the Letter of Credit Sub-Commitment Obligation of Agent such Letter of Credit Issuerdocuments, (ix) UBS AG, Stamford Branch evidences and opinions as shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of creditby Section 4.03.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 1 contract
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days three (3) Business Days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary. All Letters of Credit shall be denominated in Dollars or any Alternative Currency.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of whichif, when added after giving effect to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.-136- #96562806v11
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions conditions set forth in Section 7, the Borrower may, with the written consent of the applicable Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.1.1
Appears in 1 contract
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and The Company may from time to time on and after the Closing Date and prior request any Issuing Lender to issue a Letter of Credit, which may be either a Standby L/C or a Commercial L/C, by delivering to the date that is 15 days prior Administrative Agent at its address specified in subsection 16.2 and the Issuing Lender an L/C Application completed to the Revolving Credit Maturity Datesatisfaction of the Issuing Lender, each Letter together with the proposed form of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer (which shall have entered into an agreement regarding comply with the issuance applicable requirements of letters of credit hereunderparagraph (b) below) and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request; provided that if the Issuing Lender informs the Company that it is for any reason unable to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “open such Letter of Credit”) in such form as , the Company may be approved by request another Lender to open such Letter of Credit Issuer in its reasonable discretion; provided that upon the Borrower shall be a co-applicant, same terms offered to the initial Issuing Lender and be jointly and severally liable, with respect if such other Lender agrees to each issue such Letter of Credit issued each reference to the Issuing Lender for purposes of the account of Credit Documents shall be deemed to be a Restricted Subsidiaryreference to such Lender.
(b) Notwithstanding the foregoingEach Letter of Credit issued hereunder shall, among other things, (i) no Letter of Credit be in such form requested by the Company as shall be issued the Stated Amount of which, when added acceptable to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then Issuing Lender in effect, its sole discretion and (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date expiry date, in the case of each Standby L/C, occurring no not later than the earlier of (xw) one year 365 days after the date of issuance thereofof such Standby L/C and (x) two Business Days prior to the Revolving Credit Termination Date, unless otherwise agreed upon by and, in the Administrative Agent and case of each Commercial L/C, occurring not later than the applicable Letter earlier of Credit Issuer or as provided under Section 3.2(e), and (y) 180 days after the Letter date of issuance of such Commercial L/C; provided, however, that at the request of the Company and upon the consent, in its sole and absolute discretion, of the Issuing Lender issuing such Commercial L/C, such date may be up to 360 days after the date of issuance of such Commercial L/C and (z) two Business Days prior to the Revolving Credit Maturity Termination Date, (v) . Each L/C Application and each Letter of Credit shall be denominated in Dollarssubject to the Uniform Customs and, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for to the beneficiary extent not inconsistent therewith, the laws of the Letter State of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of creditNew York.
(c) In connection with Letters of credit issued under the establishment of any Extended Revolving Existing Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any Agreements which remain outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On on the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, Date shall be deemed to be a Letter Letters of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofClosing Date.
Appears in 1 contract
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and The Company may from time to time on and after the Closing Date and prior to the date that is 15 days prior to during the Revolving Credit Maturity Date, each Commitment Period request any Issuing Lender to issue a Letter of Credit Issuer agrees by delivering to issue (or cause the Administrative Agent at its Affiliates or other financial institution address specified in subsection 12.2 and the Issuing Lender an L/C Application completed to the satisfaction of the Issuing Lender, together with which the proposed form of the Letter of Credit Issuer (which shall have entered into an agreement regarding comply with the issuance applicable requirements of letters of credit hereunderparagraph (b) below) and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request; provided that if the Issuing Lender informs the Company that it is for any reason unable to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “open such Letter of Credit”) in such form as , the Company may be approved by request another Lender to open such Letter of Credit Issuer in its reasonable discretion; provided that upon the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added same terms offered to the Letter of Credit Obligations at initial Issuing Lender and if such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added other Lender agrees to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to issue such Letter of Credit Issuer’s Revolving each reference to the Issuing Lender for purposes of the Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of Documents shall be deemed to be a reference to such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter Lender. Letters of Credit shall be denominated in Dollars, (vi) no Letter . The Existing Letters of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter Letters of Credit issued under this Agreement for the account of the Company on the Amendment Effective Date.
(b) Each Letter of Credit issued hereunder shall, among other things, (i) be in such form requested by the Company as shall be acceptable to the Issuing Lender in its sole discretion and (ii) have an expiry date occurring not later than the earlier of (y) 365 days after the date of issuance of such Letter of Credit and (z) five days prior to the Revolving Credit Termination Date. Each L/C Application and each Letter of Credit shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter Uniform Customs and, to the extent not inconsistent therewith, the laws of Credit was issued by the applicable Letter State of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofNew York.
Appears in 1 contract
Samples: Credit Agreement (Be Aerospace Inc)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, The Borrower may at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding Expiration Date request the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters a letter of credit (each, a “Letter of Credit”), for its own account or the account of any Restricted Subsidiary, or the amendment or extension of an existing Letter of Credit, by delivering or transmitting by facsimile or email (in “pdf,” “tif” or similar format), to an Issuing Lender selected by the Borrower (with a copy to the Administrative Agent) a completed application for letter of credit, or request for such amendment or extension, as applicable, signed by the Borrower (or CNX Midstream GP, on behalf of the Borrower) (and, in the case of a Letter of Credit issued for the account of any Restricted Subsidiary, also signed by such Restricted Subsidiary) and otherwise in such form as such Issuing Lender may specify from time to time by no later than 10:00 a.m. at least five (5) Business Days, or such shorter period as may be approved agreed to by such Xxxxxxx Xxxxxx, in advance of the proposed date of issuance. The Borrower shall authorize and direct each Issuing Lender to name the Borrower as the “Applicant” or “Account Party” of each Letter of Credit and, in the case of a Letter of Credit issued for the account of any Restricted Subsidiary, to name such Restricted Subsidiary as the “Co-Applicant” of such Letter of Credit. Promptly after receipt of any letter of credit application, such Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Issuer application and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Letters of Credit may be issued in its reasonable discretionthe form of a Standby Letter of Credit or a Commercial Letter of Credit; provided that the Borrower in no event shall Truist Bank be required to issue any Commercial Letter of Credit. Letters of Credit shall be a co-applicantissued only in U.S. Dollars. For the avoidance of doubt, and be jointly and severally liable, with respect to the Loan Parties acknowledge that each Letter of Credit issued for the account of a Restricted SubsidiaryPersons other than the Loan Parties shall constitute an Investment and Guaranty in an amount equal to the face amount of such Letter of Credit, without duplication, and shall be subject to the limitations set forth herein.
(b) Notwithstanding Unless an Issuing Lender has received notice from any Lender, the foregoingAdministrative Agent or any Loan Party, at least one day prior to the requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] are not satisfied, then, subject to the terms and conditions hereof and in reliance on (among other things) the agreements of the other Lenders set forth in this Section 2.10 [Letters of Credit], such Issuing Lender or any of such Issuing Lender’s Affiliates will issue the proposed Letter of Credit or agree to such amendment or extension; provided that after giving effect thereto:
(i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no expire later than the earlier of (x) one year after subject to Section 2.10.1(c) [Issuance of Letters of Credit], twelve (12) months from the date of issuance thereofor extension, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e)Issuing Lender agrees, and (y) the Letter of Credit Maturity Expiration Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after unless the applicable Letter of Credit Issuer has received a written notice from Issuing Xxxxxx agrees and the Borrower or complies with the Administrative Agent stating that a Default or an Event requirements of Default has occurred and is continuing until such time as Section 2.10.10 [Cash Collateral Prior to the Letter of Credit Issuer Expiration Date]; and
(ii) in no event shall have received a written notice of (x) rescission the aggregate amount of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation Aggregate Sublimit at any one time outstanding, (y) the aggregate amount of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments Obligations with respect to such newly established Class Letters of Credit issued and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the outstanding by any Issuing Lender exceed its Letter of Credit IssuerIssuing Lender Sublimit at any one time (unless otherwise agreed to by such Issuing Lender) or (z) the Revolving Facility Usage exceed, designate at any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement one time, the Revolving Credit Commitments. Each request for the issuance, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments amendment or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery extension of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit Participant in respect thereof and each or any amendment to a Letter of Credit Participant to the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(c) If the Borrower so requests in respect any applicable request for a Letter of Credit, the Issuing Lender may, in its discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have acquired from authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit Issuerat any time to an expiry date not later than the Letter of Credit Expiration Date; provided, on however, that the terms and conditions of Section 3.3 hereof, for Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted to issue such Letter of Credit Participant’s own account in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7.2 [Each Additional Loan or Letter of Credit] are not then satisfied, and riskin each such case directing the Issuing Lender not to permit such extension.
(d) Notwithstanding Section 2.10.1
(a) [Issuance of Letters of Credit], an undivided participation interest in such no Issuing Lender shall be under any obligation to issue any Letter of Credit Issuer’s obligations and rights under each if (i) any order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain such Existing Issuing Lender from issuing the Letter of Credit, or any Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Official Body with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit equal in particular or shall impose upon such Issuing Lender with respect to such the Letter of Credit Participant’s Revolving any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Existing Credit Commitment PercentageAgreement Closing Date, as applicableor shall impose upon such Issuing Lender any unreimbursed loss, of cost or expense which was not applicable on the Existing Credit Agreement Closing Date and which such Issuing Lender in good xxxxx xxxxx material to it, or (Aii) the outstanding amount available to be drawn under such Existing issuance of the Letter of Credit and would violate one or more policies of such Issuing Lender applicable to letters of credit generally.
(Be) On the aggregate amount Closing Date, the outstanding Letters of Credit previously issued under the Existing Credit Agreement that are set forth on Schedule 2.10.1 (the “Existing Letters of Credit”) will automatically, without any action on the part of any outstanding reimbursement obligations in respect thereofPerson, be deemed to be Letters of Credit issued hereunder for the account of the Borrower for all purposes of this Agreement and the other Loan Documents.
Appears in 1 contract
Issuance of Letters of Credit. (a) Subject During the Issuance Period and subject to and upon the terms and conditions herein set forthhereof, at any within three (3) Business Days (or such shorter period of time and from time to time on and after the Closing Date and prior acceptable to the date that is 15 days prior relevant Issuer) after receipt by an Issuer (with a copy to the Revolving Credit Maturity DateAdministrative Agent) of (i) the Applicant’s written request, each submitted substantially in the form of Exhibit A attached hereto (a “Request”), that such Issuer issue (or continue) a Letter of Credit or Letters of Credit to one or more Beneficiaries, or (ii) the Applicant’s written request, submitted substantially in the form of Exhibit B attached hereto (an “Amendment Request”), for an amendment to an existing Letter of Credit (an “Amendment”), each Issuer severally agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”continue) in such form as may be approved by such Letter of Credit Issuer or Letters of Credit (in its reasonable discretion; provided that each case, in a form reasonably satisfactory to such Issuer), or agree to such Amendment, as the Borrower case may be. If requested by the applicable Issuer, the Applicant also shall submit a letter of credit application on such Issuer’s standard form in connection with any request for a Letter of Credit. Each Issuer’s obligation to effect such issuance, continuance or Amendment shall be subject to the following conditions: (i) prior satisfaction by the Applicant of its obligations set forth in Section 5(a), (ii) payment in full of the fees and expenses described in Section 8 hereof that are due and payable on or prior to the date of issuance (or continuance) or amendment of such Letter of Credit and (iii) all representations and warranties contained in this Agreement are true and correct in all material respects as of the date of such issuance, continuance or Amendment, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date (provided that, in each case, if any representation or warranty is already qualified by materiality, such representation or warranty must be true and correct in all respects) and that no Event of Default hereunder has occurred as of the date such Letter of Credit is issued (or continued) or amended, as applicable. Each issuance, continuance or Amendment of a co-applicantLetter of Credit shall be deemed to constitute a representation and warranty by the Applicant on the date of such issuance, and continuance or Amendment as to the matters specified in the preceding subclause (iii). No Issuer shall be jointly and severally liablerequired or permitted to issue, continue, amend or renew any Letter of Credit (except to reduce the face amount thereof) if immediately after giving effect thereto, (x) the aggregate L/C Outstandings with respect to each Letter all Letters of Credit would exceed the Aggregate Availability or (y) the aggregate L/C Outstandings with respect to all Letters of Credit issued for by such Issuer would exceed such Issuer’s Commitment. For the account avoidance of a Restricted Subsidiarydoubt, no Issuer will be required to provide documentary, trade or commercial letters of credit without its prior written consent (in each Issuer’s sole discretion).
(b) Notwithstanding the foregoing, no Issuer is under any obligation to issue any Letter of Credit or Amendment thereto if: (i) no at the time of such issuance any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such Issuer from issuing such Letter of Credit or any requirement of law applicable to such Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuer shall be issued prohibit, or request that such Issuer refrain from, the Stated Amount issuance of which, when added to the letters of credit generally or such Letter of Credit Obligations at in particular or shall impose upon such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added with respect to such Letter of Credit Issuer’s Revolving Credit Exposure any restriction or reserve or capital requirement (whether held directly for which such Issuer is not otherwise compensated hereunder) not in effect with respect to such Issuer on the Effective Date, or through its Affiliates)any unreimbursed loss, cost or expense which was not applicable or in effect with respect to such Issuer as of the Effective Date and which such Issuer reasonably and in good fxxxx xxxxx material to it, (ii) the proposed beneficiary is a Sanctioned Person or (iii) such issuance would exceed the Revolving Credit Commitment violate any policies of such Issuer applicable to the issuance of letters of credit generally.
(c) Each Issuer, in its sole discretion, may issue (or continue) any Letter of Credit Issuer through one or more of its branches or affiliates.
(d) Notwithstanding anything to the contrary contained herein, in no event may a Request or Amendment Request be submitted to any Issuer, and no Letter of Credit (or its Affiliates)Amendment thereto) shall be issued or continued, (iv) each after the expiration of the Issuance Period unless expressly consented to in writing by the applicable Issuer. Furthermore, no Letter of Credit shall have an expiration date occurring no later than the earlier of (xi) the date one year after the date issuance of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable such Letter of Credit Issuer or as provided under Section 3.2(e), and (yii) the date that is five (5) Business Days prior to the last day of the Issuance Period; provided that a Letter of Credit Maturity Datemay, (v) each upon the request of the Applicant, include a provision whereby such Letter of Credit shall be denominated renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five (5) Business Days prior to the last day of the Issuance Period) unless the Issuer notifies the beneficiary thereof at least 30 days (or within such longer period as specified in Dollarssuch Letter of Credit) (the date on which any such notice is due, (vithe “L/C Roll Determination Date”) no prior to the then-applicable expiration date that such Letter of Credit shall will not be issued if it would be illegal under renewed. In the event of any Applicable Law for inconsistency between the beneficiary terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Applicant to, or entered into by the Applicant with, an Issuer relating to any Letter of Credit Credit, the terms and conditions of this Agreement shall control.
(e) Unless otherwise expressly agreed by the applicable Issuer and the Applicant (including any such agreement applicable to have an existing Letter of Credit), when a Letter of Credit issued is issued, the rules of the International Standby Practices 1998 (ISP98) (or such later version thereof as may be in its favor, effect at the time of issuance) shall apply to each standby Letter of Credit.
(viif) It is understood that (i) no Issuer shall be responsible for any failure by any other Issuer to perform its obligation to issue any Letter of Credit hereunder; nor shall any Commitment of any Issuer be issued after the applicable increased or decreased as a result of any failure by any other Issuer to perform its obligation to issue any Letter of Credit hereunder, (ii) no failure by any Issuer has received a written notice to perform its obligation to issue any Letter of Credit hereunder shall excuse any other Issuer from its obligation to issue any Letter of Credit hereunder, and (iii) the Borrower or obligations of each Issuer hereunder shall be several, not joint and several.
(g) As of the Business Day immediately preceding the requested issuance date of any Letter of Credit, the Administrative Agent stating that a Default or an Event shall determine the Total Unutilized L/C Commitment and Aggregate Availability and notify each Issuer thereof.
(h) Each Issuer shall promptly (i) notify the Administrative Agent in writing of Default has occurred the Stated Amount and is continuing until such time as the expiry date of each Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations it and (ii) provide a copy of such Letter of Credit Issuer (and any amendments, renewals, increases or extensions thereof) to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject . Each Issuer shall provide to the terms Administrative Agent, within 10 Business Days of this Section 3, (i) the end of each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and riskcalendar month, an undivided participation interest activity report in such Letter the form of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofExhibit C attached hereto.
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (NRG Energy, Inc.)
Issuance of Letters of Credit. (ai) Subject Borrower Representative, on behalf of any Borrower, either for the support of any obligations of any Borrower’s or any Restricted Subsidiary thereof, may request an Issuing Bank to and upon issue or cause the terms and conditions herein set forthissuance, amendment, or extension of a Letter of Credit by delivering to the Issuing Bank, with a copy to Administrative Agent at the Payment Office, prior to 1:00 p.m., at any time and from time to time on and after the Closing Date and least five (5) Business Days prior to the proposed date that is 15 days of issuance, amendment, or extension (or such shorter period as may be agreed to by the Issuing Bank and Administrative Agent), such Issuing Bank’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Administrative Agent and the Issuing Bank (which shall include, among other things, the amount of such Letter of Credit); and, such other certificates, documents and other papers and information as Administrative Agent or the Issuing Bank may reasonably request. No Issuing Bank shall issue any requested Letter of Credit if such Issuing Bank has received notice at least one day prior to the Revolving Credit Maturity Daterequested date of issuance, each amendment or extension of the applicable Letter of Credit, from Administrative Agent or any Lender that one or more of the applicable
(ii) Each Letter of Credit Issuer agrees to issue shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or cause its Affiliates or other financial institution acceptances of usance drafts when presented for honor thereunder in accordance with which the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, provided that a Letter of Credit may include a provision for the automatic extension of the Letter of Credit Issuer shall have entered into an agreement regarding Credit, but in no event expire later than the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit Maturity Date (each, except that a “Letter of Credit”) in such form as Credit may be approved by expire up to one year beyond the Expiration Date if such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect has been Cash Collateralized on or prior to each Letter date of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no issuance thereof). Each standby Letter of Credit shall be issued the Stated Amount of which, when added subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit Obligations is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or any subsequent revision thereof at such time, would exceed the time a standby Letter of Credit Sub-Commitment then in effectis issued, (ii) no as determined by Issuing Bank, and each commercial Letter of Credit shall be issued the Stated Amount of which, when added subject to the UCP. In addition, no commercial Letter of Credit Obligations and may permit the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed presentation of an ocean bill of lading that includes a condition that the Total Revolving Credit Commitment then in effect, original bill of lading is not required to claim the goods shipped thereunder.
(iii) no Letter Administrative Agent shall use its reasonable efforts to notify Lenders of Credit shall be required to be issued the request by Borrower Representative for a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credithereunder.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 1 contract
Samples: Credit Agreement (Big Lots Inc)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and The Borrower may from time to time on and after request that the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each applicable Fronting Bank issue or amend a Letter of Credit Issuer by delivering to the Fronting Bank and the Administrative Agent a request substantially in the form of Exhibit D attached hereto (a “Letter of Credit Request”) and such other certificates, documents and other papers and information as the applicable Fronting Bank may reasonably request. Upon receipt of a Letter of Credit Request, the applicable Fronting Bank agrees to promptly process each such request and the certificates, documents, L/C Application and other papers and information delivered to it therewith in accordance with its customary procedures and shall issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer requested thereby (but in no event shall have entered into an agreement regarding the issuance of letters of credit hereunder, any Fronting Bank be required to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in earlier than two (2) Business Days after its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter receipt of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at Request therefor and all such timeother certificates, would exceed documents, L/C Application and other papers and information relating thereto and unless such terms and conditions of the requested Letter of Credit Sub-Commitment then in effect, (iiare commercially customary) no Letter of Credit shall be issued by issuing the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment original of such Letter of Credit Issuer (to the beneficiary thereof or its Affiliates), (iv) each as otherwise may be agreed to by the applicable Fronting Bank and the Borrower. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any such Letter of Credit Request, L/C Application, and any other certificates, documents and other papers and information as may be delivered in connection therewith, the terms and conditions of this Agreement shall have an expiration date occurring no later than the earlier of (x) one year govern and prevail. Promptly after the date issuance or amendment of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued -44- Credit, the applicable Fronting Bank shall notify the Borrower and the Administrative Agent, in its favorwriting, (vii) no Letter of Credit such issuance or amendment and such notice shall be issued after the applicable Letter of Credit Issuer has received accompanied by a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations copy of such Letter of Credit Issuer to exceed or amendment. Upon receipt of such notice, the Letter of Credit Sub-Commitment Obligation Administrative Agent shall promptly notify each Lender, in writing, of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit or amendment and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7if so requested by a Lender, the Borrower may, Administrative Agent shall furnish such Lender with the written consent a copy of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableamendment.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
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Samples: Credit Agreement (Calpine Corp)
Issuance of Letters of Credit. (a) Subject to On the Fourth Amendment and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Restatement Effective Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of outstanding letters of credit hereunderpreviously issued by any Lender under the 2018 Credit Agreement that are set forth on Schedule 2.9 (the “Existing Letters of Credit”) will automatically, without any action on the part of any Person, be deemed to issue on its behalf), upon the request be Letters of and Credit issued hereunder for the account of the Borrower for all purposes of this Agreement and the other Loan Documents. Borrower may at any time prior to the Expiration Date request the issuance of a standby or any Restricted Subsidiary, letters trade letter of credit (each, a “Letter of Credit”) on behalf of itself or another Loan Party, or the amendment or extension of an existing Letter of Credit, by delivering or having such other Loan Party deliver to the Issuing Lender (with a Table of Contents copy to the Administrative Agent) a completed application and agreement for letters of credit, or request for such amendment or extension, as applicable, in such form as the Issuing Lender may specify from time to time by no later than 10:00 a.m. at least five (5) Business Days, or such shorter period as may be approved agreed to by such Letter the Issuing Lender, in advance of Credit Issuer the proposed date of issuance. Promptly after receipt of any letter of credit application, the Issuing Lender shall confirm with the Administrative Agent (by telephone or in its reasonable discretion; provided writing) that the Borrower shall be Administrative Agent has received a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment copy of such Letter of Credit Issuer (application and if not, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or its Affiliates)any Loan Party, (iv) each Letter of Credit shall have an expiration date occurring no later than at least one day prior to the earlier of (x) one year after the requested date of issuance thereofissuance, unless otherwise agreed upon by the Administrative Agent and amendment or extension of the applicable Letter of Credit Issuer Credit, that one or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the more applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth conditions in Section 77 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, the Borrower maythen, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including and in reliance on the agreements of the other Lenders set forth in this Section 4.1) as if each such 2.9, the Issuing Lender or any of the Issuing Lxxxxx’s Affiliates will issue a Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant or agree to this Agreement and (ii) such amendment or extension, provided that each Letter of Credit Issuer shall (A) have a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire later than the Expiration Date and provided further that has issued an Existing in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $75,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to have granted each be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit Participant in respect thereof and each or any amendment to a Letter of Credit Participant in respect thereof shall be deemed to have acquired from the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy of such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofor amendment.
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Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, The Borrower may at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding Expiration Date request the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters a letter of credit (each, a “Letter of Credit”) for its own account or the account of another Loan Party (to support obligations of one or more of the Loan Parties or their Subsidiaries) or the amendment or extension of an existing Letter of Credit, by delivering or transmitting electronically, or having such other Loan Party deliver or transmit electronically to an Issuing Lender (with a copy to the Administrative Agent) a completed application for letter of credit, or request for such amendment or extension, as applicable, in such form as such Issuing Lender may specify from time to time by no later than 4:00 p.m. Eastern Time at least five (5) Business Days, or such shorter period as may be approved agreed to by such Letter Issuing Lender, in advance of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter proposed date of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no issuance. Each Letter of Credit shall be issued the Stated Amount of which, when added to the a Standby Letter of Credit Obligations at such time, would exceed the (and may not be a Commercial Letter of Credit Sub-Commitment then in effect, (ii) no Credit). The Borrower shall authorize and direct the applicable Issuing Lender to name the Borrower or any Loan Party as the “Applicant” or “Account Party” of each Letter of Credit Credit. Promptly after receipt of any letter of credit application, the applicable Issuing Lender shall be issued confirm with the Stated Amount of which, when added to Administrative Agent (by telephone or in writing) that the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by Administrative Agent has received a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment copy of such Letter of Credit Issuer (or its Affiliates)application and if not, (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by applicable Issuing Lender will provide the Administrative Agent and with a copy thereof.
(i) Unless an Issuing Lender has received notice from any Lender, the Administrative Agent or any Loan Party, at least one (1) day prior to the requested date of issuance, amendment or extension of the applicable Letter of Credit Issuer Credit, that one or as provided under Section 3.2(e)more applicable conditions in Article 7 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, and (y) the Letter of Credit Maturity Datethen, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders specified in this Section 2.8, such Issuing Lender or any of such Issuing Lender’s Affiliates will issue the proposed Letter of Credit or agree to such amendment or extension; provided that each Letter of Credit shall (including Section 4.1A) as have a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire later than the date which is thirty (30) days prior to the Expiration Date; provided further, that a Letter of Credit may have an expiration date up to one (1) year after the Expiration Date if each such Letter of Credit was issued is fully Cash Collateralized in accordance with Section 2.8(i) [Cash Collateral]; and provided, further, that in no event shall (1) the Letter of Credit Obligations exceed, at any one time, $100,000,000.00 (the “Letter of Credit Sublimit”) nor shall the Letter of Credit Obligations with respect to a particular Issuing Lender exceed $50,000,000 or (2) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Notwithstanding the foregoing, if the Borrower so requests in any Letter NAI-0000000000v16 of Credit application, an Issuing Lender may, in its sole discretion, agree to issue a standby Letter of Credit with a one-year tenor that has automatic extension provisions (each, an “Evergreen Letter of Credit”); provided that any such Evergreen Letter of Credit shall permit the applicable Issuing Lender to prevent any such extension by giving prior notice to the beneficiary thereof at least thirty (30) days prior to such automatic extension (the “Non-Extension Notice Date”); and provided, further, that, subject to the first proviso of the immediately preceding sentence, no Evergreen Letter of Credit shall automatically extend to a date which is later than thirty (30) days prior to the Expiration Date. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. An Issuing Lender shall not (i) permit any such extension if it has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit Issuer pursuant to this Agreement and in its extended form under the terms hereof or (ii) be obligated to permit such extension if it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions in Article 7 [Conditions of Lending and Issuance of Letters of Credit] is not then satisfied, and in each Letter such case directing such Issuing Lender not to permit such extension.
(ii) Any issuance of Letters of Credit Issuer that has issued an Existing will reduce the Borrower’s availability under the Revolving Credit Commitment on a dollar-for-dollar basis. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to have granted each be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Article 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit Participant in respect thereof and each or any amendment to a Letter of Credit Participant in respect thereof shall be deemed to have acquired from the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit Issueror amendment. Upon the request of the Administrative Agent, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights (x) if any Issuing Lender has honored any full or partial drawing request under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing any Letter of Credit and such drawing has resulted in a Letter of Credit Borrowing, or (y) if, on the Expiration Date, any Letter of Credit Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then outstanding amount of all Letter of Credit Obligations in accordance with Section 2.8(i) [Cash Collateral]. The Borrower hereby grants to the Administrative Agent, for the benefit of each Issuing Lender and the Lenders, a security interest in all cash collateral pledged pursuant to this Section or otherwise under this Agreement.
(iii) Notwithstanding Section 2.8(a)(i), an Issuing Lender shall not be under any obligation to issue any Letter of Credit if (A) any order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the Letter of Credit, or any Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Official Body with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise NAI-0000000000v16 compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good xxxxx xxxxx material to it, (B) the aggregate amount issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally or (C) any outstanding reimbursement obligations Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.9(a)(iv) [Reallocation of Participations to Reduce Fronting Exposure]) with respect thereofto the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Issuing Lender Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
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Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and Borrower may from time to time on and after request the Closing Date and prior Issuing Lender to issue a Standby L/C or a Commercial L/C by delivering to the date that is 15 days prior Administrative Agent at its address specified in subsection 11.2 (or such other location as the Issuing Lender may direct) a letter of credit application in the Issuing Lender's then customary form (the "L/C Application") completed to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account satisfaction of the Borrower or any Restricted SubsidiaryIssuing Lender, letters together with the proposed form of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion(which shall comply with the applicable requirements of paragraph (b) below) and such other certificates, documents and other papers and informa- tion as the Issuing Lender may reasonably request; provided that if the Issuing Lender informs Borrower shall be a co-applicantthat it is for any reason unable to open such Letter of Credit, and be jointly and severally liable, with respect Borrower may request any Lender to each open such Letter of Credit upon the same terms offered to the Issuing Lender and each reference to the Issuing Lender for purposes of subsections 3.5 through 3.13, 6.1 and 6.2 shall be deemed to be a reference to such Issuing Lender.
(b) Each Standby L/C and Commercial L/C issued hereunder shall be issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoingBorrower and shall, among other things, (i) no Letter of Credit be in such form requested by Borrower as shall be issued the Stated Amount of which, when added acceptable to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then Issuing Lender in effect, its sole discretion and (ii) no Letter have an expiry date occurring not later than 365 days after the date of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment issuance of such Letter of Credit Issuer (or and, in the case of Standby L/Cs, may be automatically renewed on its Affiliates), (iv) each Letter of Credit shall have expiry date for an expiration date occurring no later than additional period equal to the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent initial term. Each L/C Application and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction International Standby Practices (ISP 98) of the Conditions set forth International Chamber of Commerce (in Section 7the case of Standby L/Cs) or the Uniform Customs (in the case of Commercial L/Cs) and, to the extent not inconsistent therewith, the Borrower may, with the written consent laws of the Letter State of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableNew York.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 1 contract
Issuance of Letters of Credit. The Borrower shall give the Administrative Agent not less than five Business Days prior written notice of a request for the issuance of a Letter of Credit, and the Administrative Agent shall promptly notify each Lender of such request. Upon receipt of the Borrower's properly completed and duly executed Applications, and subject to the terms of such Applications and to the terms of this Agreement, the Administrative Agent agrees to issue Letters of Credit on behalf of the Borrower in an aggregate face amount not in excess of the lesser of (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of Commitment and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter remainder of the Available Commitment minus the sum of all outstanding Advances plus the aggregate face amount of all outstanding Letters of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each plus reimbursement obligations under Article III hereof. No Letter of Credit shall have an expiration date occurring no later than a maturity extending beyond the earlier earliest of (xi) the Maturity Date, or (ii) one year after from the date of issuance thereofits issuance, unless otherwise agreed upon by or (iii) such earlier date as may be required to enable the Administrative Agent and the applicable Letter of Credit Issuer or as provided Borrower to satisfy its repayment obligations under Section 3.2(e), 2.07 hereof. Subject to such maturity limitations and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) so long as no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice or would result from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery renewal of a Letter of Credit Request or any consent of, or confirmation by or toCredit, the Letters of Credit may be renewed by the Administrative Agent)Agent and Issuing Bank in their discretion. The Lenders shall participate Ratably in any liability under the Letters of Credit and in any unpaid reimbursement obligations of the Borrower with respect to any Letter of Credit in their Specified Percentages. The undrawn amount of the Letters of Credit issued and outstanding and the unpaid reimbursement obligations of the Borrower for such Letters of Credit shall reduce the amount of the Available Commitment available, subject to so that at no time shall the terms sum of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit all outstanding under this AgreementAdvances in the aggregate, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and plus (ii) each Letter the aggregate undrawn face amount of Credit Issuer that has issued an Existing Letter all outstanding Letters of Credit Credit, plus (iii) (without duplication) all outstanding reimbursement obligations related to Letters of Credit, exceed the Available Commitment, and at no time shall be deemed to have granted each Letter the sum of Credit Participant in respect thereof and each Letter all Advances by any Lender made plus its Ratable share of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount amounts available to be drawn under such Existing Letter the Letters of Credit and (B) the aggregate amount of any outstanding unpaid reimbursement obligations of the Borrower in respect thereofof such Letters of Credit exceed its Specified Percentage of the Available Commitment.
Appears in 1 contract
Samples: Second Amendment to Credit Agreement (Telergy Inc /Ny)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and The Borrower may from time to time on and after the Closing Date and prior to the date request that is 15 days prior to the Revolving Credit Maturity Date, each a Fronting Bank issue a Letter of Credit Issuer by delivering to such Fronting Bank and the Administrative Agent a request in the form of Exhibit H (a "Letter of Credit Request") and such other certificates, documents and other papers and information including an L/C Application as such Fronting Bank may request. Upon receipt of a Letter of Credit Request, each Fronting Bank agrees to promptly process each such request and the certificates, documents, L/C Application and other papers and information delivered to it therewith in accordance with its customary procedures and shall issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer requested thereby (but in no event shall have entered into an agreement regarding the issuance of letters of credit hereunder, such Fronting Bank be required to issue on any Letter of Credit earlier than two Business Days after its behalf), upon the request of and for the account receipt of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”Credit Request therefor and all such other certificates, documents, L/C Application and other papers and information relating thereto and unless such terms and conditions of the requested Letter of Credit are commercially customary) in such form as may be approved by issuing the original of such Letter of Credit Issuer in its reasonable discretion; provided that to the beneficiary thereof or as otherwise may be agreed to by such Fronting Bank and the Borrower. Promptly after the issuance or amendment of a Letter of Credit, the Fronting Bank shall notify the Borrower and the Administrative Agent, in writing, of such issuance or amendment and such notice shall be accompanied by a co-applicant, and be jointly and severally liable, with respect to each copy of such Letter of Credit issued for or amendment. Upon receipt of such notice, the account Administrative Agent shall promptly notify each Lender, in writing, of such Letter of Credit or amendment and if so requested by a Restricted SubsidiaryLender, the Administrative Agent shall furnish such Lender with a copy of such Letter of Credit or amendment.
(b) Notwithstanding To the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under extent that any Applicable Law for the beneficiary provision of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and L/C Application is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance inconsistent with the provisions of this Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 72.3, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms provisions of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder 2.3 shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofapply.
Appears in 1 contract
Samples: Revolving Credit, Guarantee and Security Agreement (Superior Telecom Inc)
Issuance of Letters of Credit. (ai) Subject The Borrowers shall give an Issuing Bank and the Collateral Agent written notice that it has selected such Issuing Bank to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each issue a Letter of Credit Issuer agrees not later than 11:00 a.m. (New York time) on the third (3rd) Business Day preceding the requested date for issuance thereof under this Agreement, or such shorter notice as may be acceptable to issue such Issuing Bank and the Collateral Agent. Such notice shall be irrevocable unless and until such request is denied by the applicable Issuing Bank and shall specify (or cause its Affiliates or other financial institution with which A) that the requested Letter of Credit Issuer shall have entered into an agreement regarding the issuance is either a Commercial Letter of letters Credit or a Standby Letter of credit hereunderCredit, to issue on its behalf), upon the request (B) that such Letter of and Credit is solely for the account of the Borrower Borrowers or any Restricted Subsidiary, letters the name of credit (each, a “the Guarantor or Subsidiary of the Borrowers which is jointly and severally applying for such Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (yC) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary stated amount of the Letter of Credit to have requested, (D) the effective date (which shall be a Business Day) of issuance of such Letter of Credit, (E) the date on which such Letter of Credit issued in its favoris to expire (which shall be a Business Day and no later than the Business Day immediately preceding the scheduled Revolving Credit Termination Date), (viiF) no the Person for whose benefit such Letter of Credit shall is to be issued after issued, (G) other relevant terms of such Letter of Credit, (H) the applicable Availability at such time, and (I) the amount of the then outstanding Letter of Credit Issuer has received Obligations. Such Issuing Bank shall notify the Collateral Agent immediately upon receipt of a written notice from the Borrower or the Administrative Agent stating Borrowers requesting that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments be issued, or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such that an existing Letter of Credit shall no longer be deemed extended or amended and, upon the Collateral Agent's request therefor, send a copy of such notice to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicablethe Collateral Agent.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit The Issuing Bank shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of give (A) the outstanding amount available to be drawn under such Existing Collateral Agent written notice, or telephonic notice confirmed promptly thereafter in writing, of the issuance, amendment or extension of a Letter of Credit and (B) promptly after issuance thereof, provide the aggregate amount Collateral Agent with a copy of any outstanding reimbursement obligations in respect thereofeach Letter of Credit issued and each amendment thereto.
Appears in 1 contract
Samples: Credit Agreement (Fairchild Corp)
Issuance of Letters of Credit. (ai) Subject to and upon The Borrower shall give the terms and conditions herein set forth, at any time and from time to time on and after ------------------------------ Administrative Agent written notice that it requires the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each issuance a Letter of Credit Issuer agrees to issue not later than 11:00 a.m. (or cause its Affiliates or other financial institution with which New York time) on the third (3rd) Business Day preceding the requested date for issuance thereof under this Agreement. Such notice shall be irrevocable unless and until such request is denied by the Issuing Bank and shall specify (A) that the requested Letter of Credit Issuer shall have entered into an agreement regarding the issuance is either a Commercial Letter of letters Credit or a Standby Letter of credit hereunderCredit, to issue on its behalf), upon the request (B) that such Letter of and Credit is solely for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoingBorrower, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (yC) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary stated amount of the Letter of Credit to have a Letter of Credit issued in its favorrequested, (viiD) no Letter of Credit the effective date (which shall be issued after the applicable Letter a Business Day) of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed Credit, (E) the date on which such Letter of Credit Sub-Commitment Obligation is to expire (which shall be a Business Day and no later than the Business Day immediately preceding the scheduled Revolving Credit Termination Date), (F) the Person for whose benefit such Letter of Credit is to be issued, (G) other relevant terms of such Letter of Credit IssuerCredit, (ixH) UBS AGthe Revolving Credit Availability at such time, Stamford Branch shall only be required to issue standby letters of credit and (xI) in no event shall SunTrust Bank be required to issue commercial or trade letters the amount of creditthe then outstanding Letter of Credit Obligations.
(cii) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject The Arrangers shall jointly select one Arranger to the availability of unused Commitments act as Issuing Bank with respect to such newly established Class and Letter of Credit, which selection shall be in the satisfaction sole discretion of the Conditions set forth in Section 7, the Borrower may, with the written consent of Arrangers. If such Arranger declines to issue the Letter of Credit IssuerCredit, designate any outstanding Letter of Credit the Arrangers shall jointly select an alternative Lender to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation issue such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableCredit.
(diii) On The selected Arranger (if not the Closing DateAdministrative Agent) shall give the Administrative Agent written notice, without further action by any party hereto (including or telephonic notice confirmed promptly thereafter in writing, of the delivery issuance, amendment or extension of a Letter of Credit Request or any consent of(which notice the Administrative Agent shall promptly transmit by telegram, facsimile transmission, or confirmation by or to, the Administrative Agent), subject similar transmission to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof Borrower and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofLender).
Appears in 1 contract
Issuance of Letters of Credit. (a) Subject No Issuing Bank shall be under any obligation to and upon the terms and conditions herein set forth, at Issue any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees upon the occurrence of any of the following:
(i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to issue (enjoin or cause its Affiliates or other financial institution with which the restrain such Issuing Bank from Issuing such Letter of Credit Issuer or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall have entered into an agreement regarding prohibit, or request that such Issuing Bank refrain from, the issuance Issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower generally or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower particular or shall be a co-applicant, and be jointly and severally liable, impose upon such Issuing Bank with respect to each such Letter of Credit issued any restriction or reserve or capital requirement (for which such Issuing Bank is not otherwise compensated) not in effect on the account date of a Restricted Subsidiary.this Agreement or that would result in any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Bank as of the date of this Agreement and that such Issuing Bank in good xxxxx xxxxx material to it;
(bii) Notwithstanding such Issuing Bank shall have received any written notice of the foregoingtype described in clause (c) below;
(iii) after giving effect to the Issuance of such Letter of Credit, (iA) no Letter the aggregate Total Outstandings would exceed the aggregate of Credit shall be issued the Stated Amount of which, when added to Commitments in effect at such time or (B) the Letter of Credit Obligations at such time, time would exceed the Letter of Credit Sub-Commitment then Sublimit;
(iv) any fees due in effect, connection with any Issuance have not been paid;
(iiv) no such Letter of Credit is requested to be Issued in a form that is not acceptable to such Issuing Bank;
(vi) such Letter of Credit is requested to be denominated in any currency other than Dollars or (if requested by a Euro Borrower) Euros. None of the Lenders (other than the Issuing Banks in their capacity as such) shall have any obligation to Issue any Letter of Credit. AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION
(b) In connection with the Issuance of each Letter of Credit, the U.S. Borrower or a Euro Borrower, as applicable and appropriate, shall give the relevant Issuing Bank and the Administrative Agent at least two Business Days’ prior written notice, in form and substance acceptable to the applicable Issuing Bank, of the requested Issuance of such Letter of Credit (a “Letter of Credit Request”). Such notice shall be issued irrevocable and shall specify the Stated Amount Issuing Bank of whichsuch Letter of Credit, the Currency of Issuance (Dollars or Euros) and face amount of the Letter of Credit requested, the date of Issuance of such requested Letter of Credit, the date on which such Letter of Credit is to expire (which date shall be a Business Day) and the Person for whose benefit the requested Letter of Credit is to be issued. Such notice, to be effective, must be received by the relevant Issuing Bank and the Administrative Agent not later than 11:00 a.m. (New York time) on the second Business Day prior to the date of the requested Issuance of such Letter of Credit.
(c) Subject to the satisfaction of the conditions set forth in this Section 3.04 and in Section 2.04, the relevant Issuing Bank shall, on the requested date, Issue a Letter of Credit for the account of the applicable Borrower in accordance with such Issuing Bank’s usual and customary business practices. No Issuing Bank shall Issue any Letter of Credit in the period commencing on the first Business Day after it receives written notice from any Lender that one or more of the conditions precedent contained in Section 4.02 shall not on such date be satisfied or duly waived and ending when added such conditions are satisfied or duly waived. The relevant Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 4.02 have been satisfied in connection with the Issuance of any Letter of Credit.
(d) If requested by the relevant Issuing Bank, prior to the issuance of each Letter of Credit by such Issuing Bank, and as a condition of such Issuance and of the participation of each Lender in the Letter of Credit Obligations arising with respect thereto in accordance with clause (f) below, the applicable Borrower shall have delivered to such Issuing Bank a letter of credit reimbursement agreement, in such form as the Issuing Bank may employ in its ordinary course of business for its own account (a “Letter of Credit Reimbursement Agreement”), signed by such Borrower, and such other documents or items as may be required pursuant to the terms thereof. In the event of any conflict between the terms of any Letter of Credit Reimbursement Agreement and this Agreement, the terms of this Agreement shall govern.
(e) Each Issuing Bank shall:
(i) give the Administrative Agent written notice (or telephonic notice confirmed promptly thereafter in writing, which writing may be a telecopy or electronic mail) of the Issuance of a Letter of Credit Issued by it, of all drawings under a Letter of Credit Issued by it and the Revolving payment (or the failure to pay when due) by the applicable Borrower of any Reimbursement Obligation when due, other than drawings under Letters of Credit Loans issued to support the IRB Obligations and Swingline Loans outstanding at reimbursement payments in respect thereof that are made when due (which notice, the Administrative Agent shall promptly transmit by telecopy, electronic mail or similar transmission to each Lender);
(ii) upon the request of any Lender, furnish to such timeLender, would exceed the Total Revolving copies of any Letter of Credit Commitment then in effect, Reimbursement Agreement to which such Issuing Bank is a party and such other documentation as may reasonably be requested by such Lender; and AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION
(iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than 10 Business Days following the earlier last day of (x) one year after the date of issuance thereofeach calendar month, unless otherwise agreed upon by provide to the Administrative Agent (and the applicable Letter Administrative Agent shall provide a copy to each Lender requesting the same) and the U.S. Borrower separate schedules for Documentary Letters of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter Standby Letters of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed it under the Letter of Credit Sub-Commitment Facility, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the aggregate Letter of Credit Obligations outstanding at the end of each month and any information requested by the U.S. Borrower or the Administrative Agent relating thereto.
(f) Immediately upon the issuance by an Issuing Bank of a Letter of Credit in accordance with the terms and conditions of this Agreement, such Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s pro rata share of the Commitments, in such Letter of Credit and the obligations of the applicable Borrower with respect thereto (including all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto.
(g) Each Borrower agrees to pay to the Issuing Bank of any Letter of Credit the Dollar Equivalent of the amount of all Reimbursement Obligations owing to such Issuing Bank under any Letter of Credit issued for its account no later than the date that is the next succeeding Business Day after such Borrower receives written notice from such Issuing Bank that payment has been made under such Letter of Credit (the “Reimbursement Date”), irrespective of any claim, set-off, defense or other right that such Borrower may have at any time against such Issuing Bank or any other Person.
(h) In the event that any Issuing Bank makes any payment under any Letter of Credit and the applicable Borrower shall not have repaid the Dollar Equivalent of such amount to such Issuing Bank pursuant to clause (g) or any such payment by such Borrower is rescinded or set aside for any reason, such Reimbursement Obligation shall be payable on demand with interest thereon computed (i) from the date on which such Reimbursement Obligation arose to the Reimbursement Date, at the rate of interest applicable during such period to Revolving Loans that are Base Rate Loans and (ii) from the Reimbursement Date until the date of repayment in full, at the rate of interest applicable during such period to past due Revolving Loans that are Base Rate Loans, and such Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuing Bank the amount of such Lender’s pro rata share of such payment in Dollars (based upon the Dollar Equivalent of such amount on the date of such payment) and in immediately available funds. If the Administrative Agent so notifies such Lender prior to 11:00 a.m. (New York time) on any Business Day, such Lender shall make available to the Administrative Agent for the account of such Issuing Bank its pro rata share of the amount of such payment on such Business Day in immediately available funds. Upon such payment by a Lender, such Lender shall, except during the continuance of a Default or Event of Default under Section 7.01(e) and notwithstanding whether or not the conditions precedent set forth in Section 4.02 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), be deemed to have made a Revolving Loan to applicable Borrower in the principal amount of such payment. Whenever any Issuing Bank receives from the U.S. Borrower a payment of a Reimbursement Obligation as to which the Administrative Agent has received for the account of such Issuing Bank any payment from a AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION Lender pursuant to this clause (h), such Issuing Bank shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender, in immediately available funds, an amount equal to such Lender’s pro rata share of the amount of such payment adjusted, if necessary, to reflect the respective amounts the Lenders have paid in respect of such Reimbursement Obligation.
(i) If and to the extent such Lender shall not have so made its pro rata share of the amount of the payment required by clause (h) above, as applicable, available to the Administrative Agent for the account of such Issuing Bank, such Lender agrees to pay to the Administrative Agent for the account of such Issuing Bank forthwith on demand any such unpaid amount together with interest thereon, for the first Business Day after payment was first due at the Federal Funds Rate and, thereafter until such amount is repaid to the Administrative Agent for the account of such Issuing Bank, at the rate per annum applicable to Base Rate Loans under the Facility.
(j) Each Borrower’s obligation to pay each Reimbursement Obligation and the obligations of the Lenders to make payments to the Administrative Agent for the account of the Issuing Banks with respect to Letters of Credit shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, including the occurrence of any Default or Event of Default, and irrespective of any of the following:
(i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein;
(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document;
(iii) the existence of any claim, set off, defense or other right that such Borrower, any other party guaranteeing, or otherwise obligated with, such Borrower, any Subsidiary or other Affiliate thereof or any other Person may at any time have against the beneficiary under any Letter of Credit, any Issuing Bank, the Administrative Agent or any other Lender or any other Person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction;
(iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and
(vi) any other act or omission to act or delay of any kind of the Issuing Bank, the other Lenders, the Administrative Agent or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 3.04 or Section 2.04, constitute a legal or equitable discharge of such Borrower’s obligations hereunder. AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION Any action taken or omitted to be taken by the relevant Issuing Bank under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not put such Issuing Bank under any resulting liability to the applicable Borrower or any Lender. In determining whether drafts and other documents presented under a Letter of Credit Issuercomply with the terms thereof, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit, the Issuing Bank may rely exclusively on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute willful misconduct or gross negligence of the Issuing Bank.
(ixk) UBS AG, Stamford Branch shall only be required to issue standby Schedule 2.04 (Existing Letters of Credit) contains a schedule of all of the letters of credit and issued prior to the Effective Date for the account of the U.S. Borrower. On the Effective Date (xi) in no event shall SunTrust Bank be required to issue commercial or trade such letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject , to the availability of unused Commitments with respect extent outstanding, shall be automatically and without further action by the parties thereto converted to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter Letters of Credit issued pursuant to this Section 3.04 and Section 2.04 for the account of the U.S. Borrower and subject to the provisions hereof, and for this purpose the fees specified in Section 2.05(b) shall be payable (in substitution for any fees set forth in the applicable letter of credit reimbursement agreements or applications relating to such Class letters of Extended Revolving Credit Commitments credit) as if such letters of credit had been issued on the Effective Date, other than fees with respect to issuance, amendment or Additional/Replacement Revolving Credit Commitmentstransfer that might otherwise apply as the result of such letters of credit being treated as if issued on the Effective Date, as applicable. Upon (ii) the amount of such designation such letters of credit shall be included in the calculation of Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement Obligations and (iiiii) each Letter all liabilities of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in the U.S. Borrower with respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter letters of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) credit shall constitute Reimbursement Obligations and/or obligations under the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofFacility.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and The Company may from time to time on and after request Chase to issue a Standby L/C or a Commercial L/C by delivering to Chase, a letter of credit application in Chase's then customary form (the Closing Date and prior "L/C Application") completed to the date that is 15 days prior to satisfaction of Chase, together with the Revolving Credit Maturity Date, each Letter proposed form of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion(which shall comply with the applicable requirements of paragraph (b) below) and such other certificates, documents and other papers and information as Chase may reasonably request; provided that if Chase informs the Borrower shall be a co-applicantCompany that it is for any reason unable to open such Letter of Credit, and be jointly and severally liable, with respect the Company may request any Bank to each open such Letter of Credit upon the same terms offered to Chase and each reference to Chase for purposes of subsections 2.5 through 2.14, and subsection 5.2 shall be deemed to be a reference to such issuing Bank. As of the Effective Date, the letters of credit listed on Schedule X shall be deemed to be Letters of Credit issued for hereunder on the account of a Restricted SubsidiaryEffective Date.
(b) Notwithstanding the foregoingEach Standby L/C and Commercial L/C issued hereunder shall, among other things, (i) no Letter of Credit be in such form requested by the Company as shall be issued the Stated Amount of which, when added acceptable to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then Chase in effectits sole discretion, (ii) no Letter in the case of Credit shall be issued the Stated Amount of whicheach Standby L/C, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration expiry date occurring no not later than the earlier of (x) one year after the date of issuance, except that each Standby L/C may provide for the renewal thereof for additional periods not to exceed one year, (iii) in the case of each Commercial L/C, have an expiry date occurring not later than six months after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent of such Commercial L/C and the applicable Letter of Credit Issuer or as provided under Section 3.2(e(iv), in all cases, have an expiry date occurring not later than five Business Days prior to the Termination Date. Each L/C Application and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect Uniform Customs and, to such newly established Class and the satisfaction extent not inconsistent therewith, the laws of the Conditions set forth in Section 7, the Borrower may, with the written consent State of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableNew York.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 1 contract
Samples: Credit Agreement (Saks Holdings Inc)
Issuance of Letters of Credit. (a) Subject The Borrower and THQI shall be entitled to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding request the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter Letters of Credit Issuer in its reasonable discretion; provided that by giving the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by Issuing Bank a Letter of Credit Issuer Request at least 1 Business Day before the Stated Amount requested date of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment issuance of such Letter of Credit Issuer (which shall be a Business Day). Any Letter of Credit Request received by the Issuing Bank later than 3:00 p.m., Los Angeles time, shall be deemed to have been received on the next Business Day. Each Letter of Credit Request shall be delivered by computer, telecopier or its Affiliatesother electronic means (subject to the terms and conditions of any agreement with respect thereto entered into by the Issuing Bank with the Borrower or THQI, as applicable), (iv) each shall be signed by an Authorized Officer of the Borrower or THQI, as applicable, shall be irrevocable, shall be effective upon receipt by the Issuing Bank and shall, if submitted by the Borrower, specify whether it is being submitted in connection with the purchase of Inventory by the Borrower or by THQ/Jakks. Provided that a valid Letter of Credit Request has been received by the Issuing Bank and upon fulfillment of the other applicable conditions set forth in Article 4, the Issuing Bank will issue the requested Letter of Credit. No Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year 90 days after the date Commitment Termination Date.
(b) Immediately upon the issuance of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7Credit, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit Issuing Bank shall be deemed to have granted sold and transferred to each Letter of Credit Participant in respect thereof Lender, and each Letter of Credit Participant in respect thereof Lender shall be deemed to have acquired purchased and received from such Letter of Credit Issuerthe Issuing Bank, on the terms in each case irrevocably and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and riskwithout any further action by any party, an undivided interest and participation interest in such Letter of Credit Issuer’s Credit, each drawing thereunder and the obligations and rights of the Borrower under each such Existing Letter of Credit this Agreement in respect thereof in an amount equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, the product of (Ai) a fraction the numerator of which is the amount of the Commitment of such Lender and the denominator of which is the aggregate amount of all of the Commitments and (ii) the outstanding maximum amount available to be drawn under such Existing Letter of Credit (assuming compliance with all conditions to drawing).
(c) The Borrower acknowledges and agrees that (i) the Issuing Bank, the Lenders and the Agent shall be entitled to rely upon Letter of Credit Requests delivered to the Issuing Bank from time to time by Authorized Officers of THQI and (Bii) the aggregate amount Borrower shall be obligated under this Agreement and the other Credit Documents for reimbursement of any outstanding reimbursement obligations drawings under such Letters of Credit and for all other Obligations in respect thereofof such Letters of Credit.
Appears in 1 contract
Samples: Revolving Credit Agreement (THQ Inc)
Issuance of Letters of Credit. (a) Subject to and Each Issuing Bank agrees, upon the terms and subject to the conditions herein set forth, to issue Letters of Credit (including Foreign Subsidiary Letters of Credit), in a form reasonably acceptable to the Applicable Agent and such Issuing Bank, appropriately completed, for the account of the Company or applicable Canadian Borrower, as the case may be, at any time and from time to time on and after the Closing Date and prior to (or on or after the Fifth Amendment Effective Date in the case of Supplemental Letters of Credit) until the earlier of the date that is 15 days five Business Days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (Date or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Canadian Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollarsas the case may be, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for and the beneficiary termination of the Letter of Revolving Credit to have a Letter of Commitments, the Canadian Revolving Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower Commitments or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time Supplemental Revolving Credit Facility , as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default case may be, in accordance with the provisions of Section 13.1 or terms hereof; provided, however, that such Default or Event of Default is no longer continuing, (viii) no any Letter of Credit shall be issued by an Issuing Bank only if, and each request by a Borrower for the applicable issuance of any Letter of Credit Issuer if shall be deemed a representation and warranty of such Borrower that, immediately following the issuance would cause of any such Letter of Credit, (i)(w) the Letter of Credit Obligations Exposure (other than in respect of Indebtedness of the Brazilian Subsidiary and the Italian JV) under the Revolving Credit Facility shall not exceed the Revolving Letter of Credit Commitment in effect at the time, (x) the Letter of Credit Exposure in respect of Indebtedness of the Brazilian Subsidiary shall not exceed an amount equal to $30,000,000 less the amount of any Indebtedness incurred under clause (viii) of Section 6.01(c) and the Letter of Credit Exposure in respect of Indebtedness of the Italian JV shall not exceed $10,000,000, (y) the Revolving Letter of Credit Exposure shall not exceed the Revolving Credit Commitments and Canadian Revolving Credit Commitments in effect at the time and (z) the Supplemental Letter of Credit Exposure shall not exceed the Supplemental Revolving Letter of Credit Commitment in effect at the time, and (ii) the Borrowers will be in compliance with Sections 2.01(c) and (e). In determining whether the issuance of a Letter of Credit will comply with the preceding sentence, each Issuing Bank may rely conclusively on information obtained from the Administrative Agent or the Canadian Administrative Agent, as the case may be, regarding the aggregate principal amount of outstanding Revolving Loans, Canadian Revolving Loans and the aggregate Revolving Credit Commitments, Canadian Revolving Credit Commitments. Each Letter of Credit shall provide for payments of drawings in dollars or, if requested by a Canadian Borrower, Canadian dollars or, if requested by the Company, a Foreign Currency; provided, that the Letter of Credit Exposure in respect of Letters of Credit denominated in a Foreign Currency shall not exceed $20,000,000.
(b) Each Letter of Credit shall expire no later than the fifth Business Day preceding the Revolving Credit Maturity Date or the Canadian Revolving Credit Maturity Date, as the case may be, unless such Letter of Credit Issuer to exceed expires by its terms on an earlier date as described below in Section 2.19(c). Each Letter of Credit shall provide for payments of drawings in dollars or, if requested by a Canadian Borrower, Canadian dollars or, if requested by the Company, a Foreign Currency; provided, that the Letter of Credit Sub-Commitment Obligation Exposure in respect of such Letters of Credit denominated in a Foreign Currency shall not exceed $20,000,000. Each Letter of Credit Issuershall reduce availability under the Revolving Credit Commitments, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Canadian Revolving Credit Commitments or Additional/Replacement the Supplemental Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit CommitmentsFacility, as applicable.
(c) Each issuance of any Letter of Credit shall be made on at least three Business Days' prior written notice from the applicable Borrower to the applicable Issuing Bank and the Applicable Agent (each of which shall give prompt notice thereof to each Revolving Lender or Canadian Lender, as the case may be) specifying the date of issuance, the date on which such Letter of Credit is to expire (which shall not be later than the earlier of (i) the fifth Business Day preceding the Revolving Credit Maturity Date or the Canadian Revolving Credit Maturity Date, as the case may be, and (ii) subject to extension, two years after the date of any such Letter of Credit), the amount of such Letter of Credit, the name and address of the beneficiary of such Letter of Credit and such other information as may be necessary or desirable to complete such Letter of Credit. Such Issuing Bank will give the Applicable Agent, and the Applicable Agent shall give each Revolving Lender, Supplemental Revolving Lender or Canadian Lender, as the case may be, prompt notice of the issuance and amount of each Letter of Credit and the expiration of each Letter of Credit.
(d) On the Closing Date, without further action by any party hereto (including the delivery of No Issuing Bank shall be required to issue a Letter of Credit Request or any consent of, or confirmation unless it has agreed with the Company upon the Fronting Fees to be paid by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing applicable Borrower in connection with such Letter of Credit set forth on Schedule 1.1(b) hereto issued by a and the form of such Letter of Credit Issuer hereunder shall become a Letter is reasonably acceptable to such Issuing Bank.
(e) The letters of credit issued under the Existing Credit Agreement which are outstanding under this Agreement, on the Closing Date shall be deemed to be Letters of Credit issued on the Closing Date.
(f) On the Fifth Amendment Effective Date, all Letters of Credit then outstanding will automatically, without any action on the part of any person, be deemed to be Supplemental Revolving Letters of Credit issued hereunder on the Fifth Amendment Effective Date for the account of the Company (on a joint and several basis with any other Borrower which is an account party with respect to any such Letter of Credit), if applicable, for all purposes of this Agreement and the other Loan Documents.
(g) Notwithstanding anything to the contrary in this Agreement, (i) Letters of Credit shall at all times and from time to time be deemed to be first Supplemental Revolving Letters of Credit up to but not to exceed the Supplemental Revolving Letter of Credit issued under this Agreement Commitment and shall thereafter be subject deemed to be Revolving Letters of Credit only to the terms extent, and conditions hereof (including Section 4.1) as if each such Letter in an amount by which, the aggregate amount of outstanding Letters of Credit was issued by the applicable Letter exceeds such permitted amount of Credit Issuer pursuant to this Agreement and Supplemental Revolving Letters of Credit, (ii) each Letter of Credit Issuer that has issued an Existing drawings under any Letter of Credit shall be deemed to have granted each Letter been made first under Supplemental Revolving Letters of Credit Participant in respect thereof for so long as, and each Letter to the extent that, there are any undrawn Supplemental Revolving Letters of Credit Participant in respect thereof outstanding (and thereafter shall be deemed to have acquired from such been made under Revolving Letters of Credit) and (iii) any Letter of Credit Issuer, on the terms and conditions that expires or terminates will be deemed to be first a Revolving Letter of Section 3.3 hereofCredit, for so long as, and to the extent that, there are outstanding Revolving Letters of Credit immediately prior to such expiration or termination. To the extent necessary to implement the foregoing, the identification of a Letter of Credit Participant’s own account and risk, an undivided participation interest in such as a Supplemental Revolving Letter of Credit Issuer’s obligations and rights under each such Existing or a Supplemental Revolving Letter of Credit equal may change from time to such time and a portion of a Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available may be deemed to be drawn under such Existing a Supplemental Revolving Letter of Credit and (B) the aggregate amount remainder be deemed to be a Revolving Letter of any outstanding reimbursement obligations in respect thereofCredit.
Appears in 1 contract
Issuance of Letters of Credit. (a) Subject The Company may from time to time request the Issuing Lender to issue a Standby L/C or a Commercial L/C by delivering to the Issuing Lender at its address specified in subsection 11.2 or as otherwise agreed between the Company and the Issuing Lender a letter of credit application in the Issuing Lender’s then customary form (the “L/C Application”) completed to the satisfaction of the Issuing Lender, together with the proposed form of such Letter of Credit (which shall comply with the applicable requirements of paragraph (b) below) and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request; provided that if the Issuing Lender informs the Company that it is for any reason unable to open such Letter of Credit, the Company may request any Lender to open such Letter of Credit upon the same terms offered to the Issuing Lender and each reference to the Issuing Lender for purposes of subsections 3.5 through 3.14, 6.1 and 6.2 shall be deemed to be a reference to such Issuing Lender. In the event of any inconsistency between the terms and conditions herein set forthof this Agreement and the terms and conditions of any document submitted by the Company to, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding by the issuance of letters of credit hereunderCompany with, the Issuing Lender relating to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter , the terms and conditions of Credit Issuer in its reasonable discretion; provided that the Borrower this Agreement shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiarycontrol.
(b) Notwithstanding the foregoingEach Standby L/C and Commercial L/C issued hereunder shall, among other things, (i) no Letter of Credit be in such form requested by the Company as shall be issued the Stated Amount of which, when added acceptable to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then Issuing Lender in effect, its sole reasonable discretion and (ii) no Letter in the case of Credit shall be issued the Stated Amount of whicheach Standby L/C, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration expiry date occurring no not later than the earlier of (x) one year 365 days after the date of issuance of such Standby L/C and, in the case of each Commercial L/C, have an expiry date occurring not later than 120 days after the date of issuance of such Commercial L/C (or such longer time as shall be agreed to by the Issuing Lender thereof, unless otherwise agreed upon by in its sole reasonable discretion) and, in all cases, may be automatically renewed on its expiry date for an additional period equal to the Administrative Agent and the applicable initial term but in no case shall any Letter of Credit Issuer or as provided under Section 3.2(e), have an expiry date occurring later than three Business Days before the Revolving Termination Date. Each L/C Application and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollarssubject to the Uniform Customs and, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for to the beneficiary extent not inconsistent therewith, the laws of the Letter State of Credit to have a Letter New York, if JPMorgan Chase Bank or any of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and Affiliates is continuing until such time acting as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of creditIssuing Lender.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject Notwithstanding anything to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7contrary herein, the Borrower may, with the written consent letters of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth credit listed on Schedule 1.1(b3.5(c) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter been issued hereunder and deemed to be Letters of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 for all purposes hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 1 contract
Samples: Credit Agreement (CSK Auto Corp)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein of this Agreement and in reliance upon the representations and warranties of the Borrower set forthforth herein, the Issuing Bank shall issue Letters of Credit hereunder at the request of the Borrower and for its account, as more specifically described below. The Issuing Bank shall not be obligated to issue any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters if at the time of credit such requested issuance:
(each, a “Letter a) The face amount of Credit”) in such form as may be approved by such requested Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such timethen outstanding, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations to exceed (i) $20,000,000 or (ii) when added to the aggregate amount of Revolving Loans and all Letter of Credit Obligations then outstanding would cause the sum of the Revolving Loans and Letter of Credit obligations to exceed the lesser of (x) the Line of Credit and (y) the Borrowing Base then in effect;
(b) Any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Bank from issuing such Letter of Credit Issuer or any requirement of law applicable to exceed the Letter Issuing Bank or any request or directive (whether or not having the force of Credit Sub-Commitment Obligation law) from any governmental authority with jurisdiction over the Issuing Bank shall prohibit, or request the Issuing Bank to refrain from, the issuance of letters of credit generally or such Letter of Credit Issuerin particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Bank is not otherwise compensated) not in effect or scheduled to take effect as of the Closing Date, (ix) UBS AGor any unreimbursed loss, Stamford Branch shall only cost or expense which was not applicable, in effect or known to the Issuing Bank as of the Closing Date and which the Issuing Bank deems in good faith to be required material to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.it; or
(c) In connection A default of any Lender's obligations to fund under Section 4.6 exists, or such Lender is a Defaulting Lender under Section 3.3(d), unless the Agent and the Issuing Bank have entered into satisfactory arrangements with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject Borrower to eliminate the availability of unused Commitments Issuing Bank's risk with respect to such newly established Class and the satisfaction Lender, including cash collateralization of the Conditions set forth in Section 7, the Borrower may, with the written consent such Lender's Proportionate Share of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableObligations.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 1 contract
Samples: Credit Agreement (Di Giorgio Corp)
Issuance of Letters of Credit. (ai) Subject The Borrowers shall be entitled to and upon request the issuance of Letters of Credit pursuant to the terms and conditions herein set forth, at any time and of this Agreement from time to time on from and after including the Closing Date and to but excluding the date which is two Business Days prior to the Tranche A Commitment Expiration Date, by giving the Co-Agent a Letter of Credit Request (with a copy thereof being provided to the Agent contemporaneously therewith) at least three (3) Business Days before the requested date of issuance of such Letter of Credit (which shall be a Business Day); provided, however, that is 15 days (A) the sum of all Letter of Credit Amounts in respect of all outstanding Letters of Credit plus the outstanding principal balance of all unpaid reimbursement obligations thereunder shall not at any time exceed $2,000,000, and (B) the sum of all Letter of Credit Amounts in respect of all outstanding Letters of Credit plus the outstanding principal balance of all unpaid reimbursement obligations, plus the outstanding aggregate unpaid principal balance of all Tranche A Loans shall not at any time exceed the then existing Tranche A Commitments as reduced from time to time. Any Letter of Credit Request received by the Co-Agent later than 10:00 a.m., Los Angeles time, shall be deemed to have been received on the next Business Day. Each Letter of Credit Request shall be made in writing, shall be signed by a duly authorized officer of all of the Borrowers (other than TBLR), shall be irrevocable and shall be effective upon receipt by the Co-Agent. Provided that a valid Letter of Credit Request has been received by the Co-Agent and upon fulfillment of the other applicable conditions set forth in ARTICLE III, the Co-Agent will issue the requested Letter of Credit from its office specified on its signature page hereto. No Letter of Credit shall have an expiration date later than two Business Days prior to the Revolving Credit Maturity Tranche A Commitment Expiration Date, .
(ii) Immediately upon the issuance of each Letter of Credit, the Co-Agent shall be deemed to have sold and transferred to each Tranche A Lender, and each Tranche A Lender shall be deemed to have purchased and received from the Co-Agent, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrowers (other than TBLR) under this Agreement and the corresponding Letter of Credit Issuer agrees Request in respect thereof in an amount equal to issue the product of (or cause its Affiliates or other financial institution A) such Tranche A Lender's Commitment Percentage and (B) the maximum amount available to be drawn under such Letter of Credit (assuming compliance with which all conditions to drawing). The Co-Agent shall promptly advise each Tranche A Lender of the issuance of each Letter of Credit, the Letter of Credit Issuer Amount of such Letter of Credit, any change in the face amount or expiration date of such Letter of Credit, the cancellation or other termination of such Letter of Credit and any drawing under such Letter of Credit.
(iii) The payment by the Co-Agent of a draft drawn under any Letter of Credit shall have entered into an agreement regarding first be made from any Cash Collateral Deposit held by the issuance Co-Agent with respect to such Letter of letters Credit. After any such Cash Collateral Deposit has been applied, the payment by the Co-Agent of credit hereundera draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Co-Agent in its individual capacity as a Lender hereunder (in such capacity, to issue the "Drawing Lender") of a Base Rate Loan in the amount of such payment (but without any requirement of compliance with the conditions set forth in ARTICLE III). In the event that any such Loan by the Drawing Lender resulting from a drawing under any Letter of Credit is not repaid by the Borrowers by 12:00 noon, Los Angeles time, on its behalfthe day of payment of such drawing, the Co-Agent shall promptly notify each of the other Tranche A Lenders. Each Tranche A Lender shall, on the day of such notification (or if such notification is not given by 3:00 p.m., Los Angeles time, on such day, then on the next succeeding Business Day), upon make a Base Rate Loan, which shall be used to repay the request applicable portion of the Base Rate Loan of the Drawing Lender with respect to such Letter of Credit drawing, in an amount equal to the amount of such Tranche A Lender's participation in such drawing for application to repay the Drawing Lender (but without any requirement of compliance with the applicable conditions set forth in ARTICLE III) and shall deliver to the Co-Agent for the account of the Borrower Drawing Lender, on the day of such notification (or if such notification is not given by 3:00 p.m., Los Angeles time, on such day, then on the next succeeding Business Day) and in immediately available funds, the amount of such Base Rate Loan. In the event that any Restricted SubsidiaryTranche A Lender fails to make available to the Co-Agent for the account of the Drawing Lender the amount of such Base Rate Loan, letters the Drawing Lender shall be entitled to recover such amount on demand from such Tranche A Lender together with interest thereon at the Federal Funds Effective Rate for each day such amount remains outstanding.
(iv) The obligations of credit (each, a “the Borrowers with respect to any Letter of Credit”, any Letter of Credit Request, any other agreement or instrument relating to any Letter of Credit and any Base Rate Loan made under SECTION 2.01(D) shall be absolute, unconditional and irrevocable and shall be paid strictly in accordance with the terms of the aforementioned documents under all circumstances, including the following:
(A) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document;
(B) the existence of any claim, setoff, defense or other right that the Borrowers may have at any time against any beneficiary or transferee of any Letter of Credit (or any Person for whom any such form as beneficiary or transferee may be approved by acting), the Co-Agent, the Agent, any Lender (other than the defense of payment to a Lender in accordance with the terms of this Agreement) or any other Person, whether in connection with this Agreement, any other Loan Document, the transactions contemplated hereby or thereby or any unrelated transaction;
(C) any statement or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect, or any statement therein being untrue or inaccurate in any respect whatsoever; and
(D) any exchange, release or nonperfection of any Collateral or other collateral, or any release, amendment or waiver of or consent to departure from any Guarantees, other Loan Document or other guaranty, for any of the Obligations of the Borrowers in respect of the Letters of Credit.
(v) The Borrowers (other than TBLR) shall pay to the Co-Agent for the account of the Tranche A Lenders with respect to each Letter of Credit issued hereunder, for the period from and including the day such Letter of Credit Issuer is issued to but excluding the day such Letter of Credit expires, a letter of credit fee (the "LETTER OF CREDIT FEE") equal to the product of (i) the Applicable Margin for LIBOR Loans per annum and (ii) the Letter of Credit Amount of such Letter of Credit from time to time, such Letter of Credit Fee to be payable quarterly in its reasonable discretion; provided that arrears on the Borrower last day of each March, June, September and December and on the expiration date of such Letter of Credit. Such Letter of Credit Fee shall be for the account of the Tranche A Lenders; provided, that a coportion thereof equal to one-applicanteighth (1/8) percent of such Letter of Credit Amount, and shall be jointly and severally liablefor the account of the Co-Agent as compensation for its issuance of the Letter of Credit.
(vi) The Borrowers (other than TBLR) shall pay to the Co-Agent for its own account, with respect to each Letter of Credit issued for hereunder, from time to time such additional fees and charges (including cable charges) as are generally associated with letters of credit, in accordance with the account Co-Agent's standard internal charge guidelines and the related Letter of a Restricted SubsidiaryCredit Request.
(bvii) Notwithstanding The Borrowers agree to the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to provisions in the Letter of Credit Obligations at such timeRequest form; provided, would exceed however, that the terms of the Loan Documents shall take precedence if there is any inconsistency between the terms of the Loan Documents and the terms of said form.
(viii) The Borrowers assume all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added with respect to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment use of such Letter of Credit Issuer (Credit. Neither the Agent, the Co-Agent nor any Lender nor any of their respective officers or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit directors shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law liable or responsible for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to use that may be drawn under such Existing made of any Letter of Credit and or any acts or omissions of any beneficiary or transferee in connection therewith; or (B) the aggregate amount validity, sufficiency or genuineness of documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged. In furtherance and not in limitation of the foregoing, the Agent may accept any document that appears on its face to be in order, without responsibility for further investigation, regardless of any outstanding reimbursement obligations in respect thereofnotice or information to the contrary.
Appears in 1 contract
Issuance of Letters of Credit. (a) Subject to and upon The Borrower may request the terms and conditions herein set forth, Issuing Bank at any time and from time to time on and after the Closing Date and prior to September 30, 2000, and subject to and upon all of the date that is 15 days prior to terms and conditions of this Agreement (including the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), conditions set forth in Sections 6.1 and 6.2) and in reliance upon the request representations and warranties of and the Borrower herein set forth the Issuing Bank shall issue, for the account of the Borrower and for the benefit of the holder(s) (or any Restricted Subsidiarytrustee, agent or other representative of such holder(s)) of Letter of Credit Supportable Obligations of the Borrower and its Subsidiaries, one or more irrevocable standby letters of credit (eachin the form customarily used by such Issuing Bank, a “Letter of Credit”) or in such other form as may be has been approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations Issuing Bank and the Revolving Credit Loans and Swingline Loans outstanding at such timeAdministrative Agent, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment support of such Letter of Credit Issuer Supportable Obligations; provided, however, that:
(or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v1) each Letter of Credit shall be denominated in Dollars, a minimum stated amount of $50,000,
(vi2) no each Letter of Credit by its terms shall terminate no later than three hundred sixty-six (366) days after the date of issuance (or the date of the most recent extension, as the case may be), nor later than fifteen (15) days prior to the Maturity Date,
(3) in no event shall any Letter of Credit be issued if it the issuance thereof would be illegal under any Applicable Law for cause the beneficiary aggregate amount of the then outstanding Letter of Credit Liabilities to exceed (A) the aggregate amount of the Letter of Credit Commitments, or (B) an amount equal to have a the difference between the Working Capital Sublimit and the aggregate principal amount of the Loans outstanding at such time that were made for purposes other than the financing or refinancing of Asset Acquisitions, and
(4) the Issuing Bank shall not issue any Letter of Credit issued relating to a new Service Contract that individually will represent more than $25 million in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from annual revenue for the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of its Subsidiaries unless such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issueris specifically approved by Requisite Lenders, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credittheir discretion.
(cb) In connection with The Borrower may request the establishment of Issuing Bank at any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments time and from time to time prior to September 30, 2001 to extend, and subject to the availability and upon all of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account this Agreement (including the conditions set forth in Sections 6.1 and risk, an undivided participation interest 6.2) and in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.reliance upon the
Appears in 1 contract
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forthforth in this Loan Agreement, the Issuing Banks agree to issue for the account of the Co-Borrowers one or more Letters of Credit up to an aggregate face amount at any one time and outstanding equal to the Letter of Credit Sublimit, from time to time during the period commencing on and after the Closing Date and prior to ending on a Business Day at least sixty (60) Business Days preceding the date that is 15 Revolving Credit Termination Date; provided, however, the Letters of Credit described on Schedule 2.01(v)(i) attached hereto shall also be considered Letters of Credit issued under this Loan Agreement. The Letter of Credit Obligations shall constitute financial accommodations under the Revolving Credit Loan Facility and shall reduce availability under the Revolving Credit Commitments by the stated amount of such Letter of Credit Obligations. Each Letter of Credit (1) shall be denominated in U.S. Dollars or Canadian Dollars, (2) shall be in all instances either a standby letter of credit or a documentary/commercial letter of credit and (3) shall expire no later than thirty (30) days prior to the Revolving Credit Maturity Termination Date, each . Each Letter of Credit Issuer agrees shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the Laws of the Commonwealth of Pennsylvania if issued by Mellon Bank, N.A., or the Laws of the Province of Ontario if issued by Mellon Bank Canada.
(b) In addition to being subject to the satisfaction of the conditions precedent contained in Section 3.02 hereof, the obligation of the Issuing Bank to issue any Letter of Credit is subject to the satisfaction in full of the following conditions:
(or cause its Affiliates or 1) the Co-Borrowers shall have delivered to the Issuing Bank at such times and in such manner as the Issuing Bank may prescribe, a Letter of Credit Reimbursement Agreement and such other financial institution with which documents and materials as may be required pursuant to the terms thereof and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank thereof;
(2) immediately after the issuance of such Letter of Credit, the aggregate principal amount of Letter of Credit Obligations then existing shall not exceed the Letter of Credit Issuer Sublimit; and
(3) as of the date of issuance, no order, judgment or decree of any court, arbitrator or Governmental Authority shall have entered into an agreement regarding purport by its terms to enjoin or restrain the Issuing Bank from issuing the Letter of Credit and no Law applicable to the Issuing Bank and no request or directive (whether or not having the force of Law and whether or not the failure to comply therewith would be unlawful) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit or request that the Issuing Bank refrain from the issuance of letters of credit hereunder, to issue on its behalf), upon generally or the request issuance of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “such Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(bc) Notwithstanding the foregoing, (i) no To open a Letter of Credit Credit, the Co-Borrowers shall be issued give the Stated Amount of which, when added to Issuing Bank written notice at the following address: (1) if the Letter of Credit Obligations at such is to be denominated in U.S. Dollars, then Mellon Bank, N.A., 3 Mellon Bank Center, Room 2329, Xxxxxxxxxx, XX 00000 not later than 10:00 A.M. (Philadelphia, Pennsylvania time, would exceed ) on the requested issuance date thereof under this Loan Agreement and (2) if the Letter of Credit Sub-Commitment is to be denominated in Canadian Dollars, then in effectMellon Bank Canada, Royal Trust Tower, 32nd Floor, Toronto Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, X0X 0X0 not later than 10:00 A.M. (iiToronto, Canada time) no on the requested issuance date thereof under this Loan Agreement. Such notice shall be irrevocable and shall specify (1) the stated amount of the Letter of Credit requested, (2) the effective date (which day shall be issued a Business Day) of issuance of such requested Letter of Credit, (3) the Stated Amount date on which such requested Letter of whichCredit is to expire (which date shall be a Business Day), when added (4) the Person for whose benefit the requested Letter of Credit is to be issued, (5) the stated amount of then outstanding Letter of Credit Obligations and (6) the principal amount of then outstanding Revolving Credit Loans and Swingline Loans outstanding Loans. A copy of such notice shall be delivered by facsimile to the Agent contemporaneously therewith at such timethe Agent's Edison, would exceed New Jersey address.
(d) Notwithstanding any provisions to the Total Revolving Credit Commitment then contrary in effect, (iii) no any Letter of Credit Reimbursement Agreement:
(1) the Co-Borrowers shall be required to be issued by a Letter of Credit Issuer unconditionally reimburse the Stated Amount of which, when added to Issuing Bank for drawings under such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed no later than the Revolving Credit Commitment of time specified in such Letter of Credit Issuer Reimbursement Agreement irrespective of any claim, set-off, defense or other right which the Co-Borrowers may have at any time against the Agent, Issuing Bank and/or the Lenders, except with respect to the Agent's, the Issuing Bank's and/or the Lender's gross negligence or willful misconduct; and
(or its Affiliates), (iv2) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have connection with a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit IssuerIssuing Bank, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to extent any Reimbursement Obligation is not paid when due, such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, Reimbursement Obligation shall be deemed to be a Revolving Credit Loan payable to the Lenders in the amount of such Reimbursement Obligation made in accordance with Section 2.01(i) hereof;
(3) any Reimbursement Obligation with respect to any Letter of Credit issued shall bear interest from the date of the relevant drawing under this Agreement the pertinent Letter of Credit at the interest rate applicable to Prime Rate Loans described in Section 2.03(i)(a) hereof, until paid in full; and
(4) With respect to all Letters of Credit which, on or before the Revolving Credit Termination Date, have not been presented for honor, notwithstanding the occurrence of the Revolving Credit Termination Date and the satisfaction of all other obligations under the Loan Documents, the Co-Borrowers' obligations under the Loan Documents shall be subject continue until all amounts paid by the Issuing Bank under such Letters of Credit have been reimbursed (as well as all other Obligations under the Loan Documents have been satisfied) and the Liens granted under and pursuant to the terms and conditions hereof (including Section 4.1) as if each Loan Documents shall continue to secure such Letter of Credit was issued Obligations; provided, however, that the Agent may release the Liens under the Loan Documents (but not the other Obligations thereunder) upon (i) the deposit by the applicable Co-Borrowers in an interest-bearing cash collateral account opened by the Agent of an amount in Cash or Cash Equivalents equal to the aggregate amount of the Letter of Credit Issuer pursuant Obligations to this Agreement and collateralize the Reimbursement Obligations with respect to such Letters of Credit or (ii) an indemnification agreement from a financial institution or "back-up" letters of credit issued by a financial institution all in form and substance reasonably satisfactory to the Agent. Notwithstanding, the payment of all other Obligations under the Loan Documents, the Reimbursement Obligations associated with such Letters of Credit shall accrue interest in accordance with Section 2.01(vi)(d)(3) until such Reimbursement Obligations have been satisfied in full.
(5) With respect to any Reimbursement Obligation, such Reimbursement Obligation shall: (A) be payable by the Co-Borrowers upon demand, (B) be deemed to be a Revolving Credit Loan as described in Section 2.0l(vi)(d)(2) above, (C) bear interest from the date of payment by the Agent at the interest rate applicable to Prime Rate Loans described in Section 2.03(i)(a) hereof, until paid in full and (D) be subject to immediate reimbursement by the Lenders to the Agent, in an amount equal to each Lender's Pro Rata Credit Share of the Revolving Credit Commitments.
(e) No action taken or omitted to be taken by the Issuing Bank under or in connection with any Letter of Credit Issuer (except in connection with its gross negligence or willful misconduct) shall put the Issuing Bank under any resulting liability to the Co-Borrowers and/or any Lender or, subject to paragraph (b) above, relieve that has issued an Existing Lender of its obligations hereunder to reimburse the Issuing Bank. In the event this Loan Agreement and any Letter of Credit Reimbursement Agreement are inconsistent, the terms of this Loan Agreement shall prevail. In determining whether to pay under any Letter of Credit, the Issuing Bank shall have no obligation to the other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear on their face to comply with the requirements of such Letter of Credit.
(1) Immediately upon issuance by the Issuing Bank of any Letter of Credit for the account of the Co-Borrowers in accordance with the procedures set forth in this Section 2.01(vi), each Lender for Domestic Letters of Credit and each Canadian Lender for Canadian Letters of Credit (other than the Issuing Bank) shall be deemed to have granted each Letter of Credit Participant in respect thereof irrevocably and each Letter of Credit Participant in respect thereof shall be deemed unconditionally purchased and received from the Issuing Bank without recourse to have acquired or warranty from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, Issuing Bank an undivided participation interest in such Letter of Credit Issuer’s in the amount of such Lender's Pro Rata Share (including, without limitation, all obligations of the Co-Borrowers with respect thereto other than amounts owing to the Issuing Bank under Section 2.03(ii) hereof) and rights any security therefor or guaranty pertaining thereto.
(2) If the Issuing Bank makes any payment under each such Existing any Letter of Credit (whether prior or subsequent to the Revolving Credit Termination Date) and the Co-Borrowers do not repay such amount to the Issuing Bank pursuant to Section 2.01(vi)(d) above or effect a Borrowing as provided for in Section 2.01(vi)(d) above or Section 2.01(vi)(g) below, the Agent shall promptly notify each other Lender of such failure, and each such other Lender or its Affiliate Canadian Lender (other than the Issuing Bank) shall promptly and unconditionally pay to the Agent for the account of the Issuing Bank the amount of such Lender's Pro Rata Share of such payment, in U.S. Dollars or Canadian Dollars, as applicable, and in immediately available funds, and the Agent shall promptly pay such amount, and any other amounts received by the Agent for the Issuing Bank's account pursuant to this Section 2.01(vi)(f), to the Issuing Bank. If the Agent so notifies a Lender prior to 10:00 A.M. (Philadelphia, Pennsylvania time) on any Business Day, such Lender or its Affiliate Canadian Lender shall make available to the Agent for the account of the Issuing Bank, its Pro Rata Share of the amount of such payment on such Business Day in U.S. Dollars or Canadian Dollars, as applicable, and in immediately available funds in Pittsburgh, Pennsylvania. If and to the extent such Lender shall not have so made its Pro Rata Share of the amount of such payment available to the Agent for the account of the Issuing Bank, such Lender agrees to pay to the Agent for the account of the Issuing Bank forthwith on demand such amount together with interest thereon, for each day from the date such payment was first due until the date such amount is paid to the Agent for the account of the Issuing Bank, at the Federal Funds Effective Rate (or the corresponding Canadian overnight rate) for three (3) Business Days and then at the Prime Rate. The failure of any Lender (other than the Issuing Bank) to make available to the Agent for the account of the Issuing Bank its Pro Rata Share of any such payment shall not relieve any other Lender (other than the Issuing Bank) of its obligation hereunder to make available to the Agent for the account of the Issuing Bank its Pro Rata Share of any payment on the date such payment is to be made.
(3) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, as to which the Agent has previously received payments from the Lenders (other than the Issuing Bank) for the account of the Issuing Bank pursuant to this paragraph (f), it shall promptly pay to the Agent and the Agent shall promptly pay to each Lender which has funded its participating interest therein, in Pittsburgh, Pennsylvania, in U.S. Dollars or Canadian Dollars, as applicable, and in the kind of funds so received, an amount equal to such Lender's Pro Rata Share thereof. Each such payment shall be made by the Issuing Bank or the Agent, as the case may be, on the Business Day on which such Person receives the funds paid to such Person pursuant to the preceding sentence, if received prior to 10:00 A.M. (Philadelphia, Pennsylvania time) on such Business Day, and otherwise on the next succeeding Business Day.
(4) The obligations of a Lender (other than the Issuing Bank) to make payments to the Agent for the account of the Issuing Bank with respect to a Letter of Credit issued on behalf of the Co-Borrowers by such Issuing Bank shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be honored in accordance with the terms and conditions of this Loan Agreement under all circumstances (subject to paragraph (b) above) including, without limitation any of the following circumstances (except in connection with the gross negligence or willful misconduct of the Issuing Bank):
(A) any lack of validity or enforceability of this Loan Agreement or any of the other Loan Documents;
(B) the existence of any claim, set-off , defense or other right which the Co-Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Agent, the Issuing Bank any Lender, or any other Person, whether in connection with this Loan Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Co-Borrowers and the beneficiary named in any Letter of Credit);
(C) any draft, certificate of any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(E) any failure by the Agent or the Issuing Bank to make any reports required pursuant to paragraph (viii) below; or
(F) the occurrence of any Event of Default or Potential Event of Default.
(1) The Co-Borrowers unconditionally agree to pay to the Issuing Bank the amount of all Reimbursement Obligations, interest and other amounts payable to the Issuing Bank under or in connection with any Letter of Credit issued on behalf of one or more of the Co-Borrowers immediately when due, irrespective of any claim, set-off, defense or other right which the Co-Borrowers may have at any time against the Issuing Bank or any other Person.
(2) In the event any payment by the Co-Borrowers received by the Issuing Bank with respect to such Letter of Credit Participant’s Revolving Credit Commitment Percentageand distributed by the Agent to the Lenders on account of their participations is thereafter set aside, as applicableavoided or recovered from the Issuing Bank in connection with any receivership, liquidation or bankruptcy proceeding or otherwise, each Lender which received such distribution shall, upon demand by the Issuing Bank, contribute such Lender's Pro Rata Share of (A) the outstanding amount available set aside, avoided or recovered together with interest at the rate required to be drawn under such Existing Letter of Credit and (B) paid by the aggregate Issuing Bank upon the amount of any outstanding reimbursement obligations in respect thereofrequired to be repaid by it.
Appears in 1 contract
Samples: Revolving Credit Loan and Term Loan Agreement (DRS Technologies Inc)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and The Company may from time to time on and after request the Closing Date and prior Issuing Lender to issue a Standby L/C or a Commercial L/C by delivering to the date that is 15 days prior Administrative Agent at its address specified in subsection 11.2 a letter of credit application in the Issuing Lender's then customary form (the "L/C Application") completed to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account satisfaction of the Borrower or any Restricted SubsidiaryIssuing Lender, letters together with the proposed form of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion(which shall comply with the applicable requirements of paragraph (b) below) and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request; provided that if the Borrower shall be a co-applicantIssuing Lender informs the Company that it is for any reason unable to open such Letter of Credit, and be jointly and severally liable, with respect the Company may request any Lender to each open such Letter of Credit issued upon the same terms offered to the Issuing Lender and each reference to the Issuing Lender for the account purposes of subsections 3.5 through 3.14, 6.1 and 6.2 shall be deemed to be a Restricted Subsidiaryreference to such issuing Lender.
(b) Notwithstanding the foregoingEach Standby L/C and Commercial L/C issued hereunder shall, among other things, (i) no Letter of Credit be in such form requested by the Company as shall be issued the Stated Amount of which, when added acceptable to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then Issuing Lender in effect, its sole discretion and (ii) no Letter in the case of Credit shall be issued the Stated Amount of whicheach Standby L/C, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration expiry date occurring no not later than the earlier of (x) one year 365 days after the date of issuance thereofof such Standby L/C and, unless otherwise agreed upon by in the Administrative Agent and case of each Commercial L/C, have an expiry date occurring not later than 120 days after the applicable date of issuance of such Commercial L/C and, in all cases, may be automatically renewed on its expiry date for an additional period equal to the initial term but in no case shall any Letter of Credit Issuer or as provided under Section 3.2(e), have an expiry date occurring later than three Business Days before the Revolving Credit Termination Date. Each L/C Application and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect Uniform Customs and, to such newly established Class and the satisfaction extent not inconsistent therewith, the laws of the Conditions set forth in Section 7, the Borrower may, with the written consent State of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableNew York.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 1 contract
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein hereof and in reliance upon the representations and warranties set forthforth herein, at any time the Issuing Bank agrees to issue, and each Revolving Loan Lender severally agrees to participate in the issuance by the Issuing Bank of, Letters of Credit in Dollars from time to time on and after from the Closing Date and prior until the Revolving Loan Commitment Termination Date as any Borrower may request, in a form acceptable to the date Issuing Bank; provided, however, that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter the sum of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the outstanding Letter of Credit Obligations and any outstanding Revolving Loans made under Section 2.2.E. (each such Revolving Loan an "LOC Revolving Loan") shall not at any time exceed $7,140,535 (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans (including LOC Revolving Loans) plus outstanding Letter of Credit Obligations shall not at any time exceed the aggregate amount of the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Loan Commitments. No Letter of Credit shall be required to be issued by a Letter (a) have an original expiry date more than one year from the date of Credit Issuer the Stated Amount of which, when added to issuance (provided that any such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Bank gives notice of expiration or through its Affiliates), would exceed termination to the Revolving Credit Commitment beneficiary of such Letter of Credit Issuer at least a specified time period prior to the expiry date then in effect) or (b) as originally issued or its Affiliates)as extended, (iv) each have an expiry date extending beyond the date which is 30 days prior to the Maturity Date. Each Letter of Credit shall have an expiration date occurring no later than comply with the earlier terms and conditions of (x) one year after the date related LOC Documents. The issuance and expiry dates of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of creditBusiness Day.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof."
Appears in 1 contract
Samples: Amended and Restated Credit Agreement (Fibernet Telecom Group Inc\)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after 2.9.1.1 On the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter the outstanding Letters of Credit Issuer agrees previously issued by PNC as an “Issuing Lender” under the 2007 Credit Agreement that are set forth on Schedule 2.9 (the “Existing Letters of Credit”) will automatically, without any action on the part of any Person, be deemed to issue (or cause its Affiliates or other financial institution with which the Letter be Letters of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and issued hereunder for the account of the Borrower or any Restricted Subsidiaryfor all purposes of this Agreement and the other Loan Documents. In addition, letters subject to the terms and conditions of this Agreement, Borrower may request the issuance of a letter of credit (each, each a “Letter of Credit”) on behalf of itself or another Loan Party or Person by delivering or having such other Loan Party or Person deliver to an Issuing Lender (with a copy to the Administrative Agent) a completed application and agreement for letters of credit and other Issuer Documents in such form as such Issuing Lender may specify from time to time by no later than 11:00 a.m., at least three (3) Business Days, or such shorter period as may be approved agreed to by such Letter Issuing Lender, in advance of Credit Issuer in its reasonable discretion; provided that the proposed date of issuance. The Borrower shall be a co-applicant, applicant and be jointly and severally liable, a co-obligor with respect to each Letter of Credit issued for the account of any other Loan Party or such other Person, in which case each of the co-applicants and co-obligors will have joint and several liability with respect to any such Letter of Credit. The Issuing Lender and the Lenders shall be permitted to seek reimbursement of any LC Disbursement directly from the Borrower and shall have no obligation to pursue any action against any co-applicant. Letters of Credit may be issued in the form of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Standby Letter of Credit shall be issued or a Commercial Letter of Credit. For the Stated Amount avoidance of whichdoubt, when added to the Loan Parties acknowledge that each Letter of Credit Obligations at such timeissued for the account of Persons other than Loan Parties (even though the Borrower is a co-applicant thereon) shall constitute an Investment and Guaranty, would exceed the Letter of Credit Sub-Commitment then in effectwithout duplication, (ii) no Letter of Credit and shall be issued the Stated Amount of which, when added subject to the Letter limitations set forth herein. Promptly after receipt of Credit Obligations and any letter credit application, the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed applicable Issuing Lender shall confirm with the Total Revolving Credit Commitment then Administrative Agent (by telephone or in effect, (iiiwriting) no Letter of Credit shall be required to be issued by that the Administrative Agent has received a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment copy of such Letter of Credit application from the Borrower and, if not, such Issuing Lender shall provide the Administrative Agent with a copy of the application and all of Issuer Documents. Unless such Issuing Lender has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in this Agreement shall not then be satisfied, then, such Issuing Lender may issue the applicable Letter of Credit in accordance with its Affiliates)standard customs and practices and such Letter of Credit shall constitute a “Letter of Credit” hereunder. Promptly after its delivery of any Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit.
2.9.1.2 The Borrower may make a request for the issuance of Letters of Credit from any Issuing Lender, at Borrower’s election, at any time and from time to time during the Revolving Availability Period. Subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.9, such Issuing Lender or any of the Issuing Lender’s Affiliates will issue, amend, extend or renew a Letter of Credit provided that after giving effect to such issuance, amendment, extension or renewal:
(ivi) each Letter of Credit shall have an expiration date occurring no later than expire at or prior to the close of business on the earlier of (xA) one year after the date twenty-four (24) months from the date of issuance issuance; provided that any such Letter of Credit may automatically renew if such Letter of Credit has an automatic renewal feature set forth in the terms thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Issuing Lender or Issuing Lender’s Affiliate gives notice of termination of such Letter of Credit, or (B) a date that is ten (10) Business Days prior to the Expiration Date; provided that any Letter of Credit Issuer or as provided under scheduled to expire after the Expiration Date is subject to the requirements in Section 3.2(e), and 2.9.10 [Cash Collateral Prior to the Expiration Date]; and
(yii) the Letter of Credit Maturity Date, (v) each Letter of Credit Obligations shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for not exceed the beneficiary amount of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended total Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to minus the availability Loans. In the event of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on inconsistency between the terms and conditions of Section 3.3 hereofthis Agreement and the terms and conditions of any Issuer Documents, for relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Issuing Lender shall amend any Letter of Credit if such Issuing Lender would not be permitted at such time to issue such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights the amended form under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofterms hereof.
Appears in 1 contract
Issuance of Letters of Credit. LTV Steel may request, in accordance with the provisions of this SECTION 3.1(B), from time to time during the period from the Effective Date to but excluding the date which is five Business Days prior to the Expiration Date applicable to the Commitment of the relevant Issuing Lender, that one or more Issuing Lenders issue a Letter of Credit (ax) in replacement (through exchange or issuance of a backing Letter of Credit) of any Assumed Letter of Credit or any Letter of Credit previously issued in replacement thereof, for the account of LTV Steel or one of its Affiliates, so long as (A) such Letter of Credit shall be issued to support the same obligations as the Assumed Letter of Credit (or Letter of Credit previously issued in replacement thereof) being replaced and (B) the requested Letter of Credit may not have a Stated Amount greater than the current Stated Amount of the Assumed Letter of Credit (or Letter of Credit previously issued in replacement thereof) which is being replaced or a scheduled amortization which extends the date for, or reduces the amount of, any scheduled reduction in the Stated Amount of the Assumed Letter of Credit (or Letter of Credit previously issued in replacement thereof) being replaced or (y) in support of obligations, other than obligations described in clause (x) above, of LTV Steel or its Affiliates incurred in the ordinary course of their respective businesses, or otherwise satisfactory to the Administrative Agent and such Issuing Lender. Subject to and upon the terms and conditions herein of this Agreement and in reliance upon the representations and warranties of LTV Steel set forthforth herein, at upon the request of LTV Steel pursuant to SECTION 3.4, one or more Issuing Lenders selected by LTV Steel shall issue Letters of Credit hereunder and for the account of LTV Steel or one of its Affiliates, as more specifically described below. No Issuing Lender shall be obligated to issue any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees for the account of LTV Steel or one of its Affiliates:
(i) if, after giving effect to issue such issuance, the aggregate of Letter of Credit Usage together with the aggregate principal amount of Class A-1 Notes then held by the Note Purchasers under Article II of this Agreement would exceed the Aggregate Commitment Amount then in effect;
(or cause its Affiliates or other financial institution with which ii) if, after giving effect to such issuance, the sum of (i) such Financing Party's Pro Rata Portion of the aggregate Letter of Credit Usage and (ii) the aggregate principal amount of Class A-1 Notes held by such Financing Party as a Note Purchaser would exceed such Financing Party's Commitment;
(iii) if, after giving effect to such issuance, the Letter of Credit Issuer Usage in respect of Letters of Credit assumed under SECTION 3.1(a) or issued under SECTION 3.1(b)(x) in respect of obligations relating to TBT Lease Agreements (the "TBT Letters of Credit") would exceed the aggregate Letter of Credit Usage in respect of all such Letters of Credit on the Effective Date;
(iv) unless otherwise agreed to by the relevant Financing Party in its capacity as an Issuing Lender, having a stated expiration date later than the date which is five Business Days prior to the Expiration Date applicable to the Commitment of such Financing Party;
(v) denominated in a currency other than Dollars;
(vi) if any order, judgment or decree of any Governmental Authority or arbitrator shall have entered into an agreement regarding purport by its terms to enjoin or restrain such Issuing Lender from issuing such Letter of Credit or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request such Issuing Lender to refrain from, the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower generally or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.particular;
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit if such Issuing Lender shall be issued after the applicable Letter of Credit Issuer has have received a written notice from the Borrower Administrative Agent or the Administrative Agent stating Required Financing Parties that a Default or an Event any applicable condition set forth in SECTIONS 5.1 and 5.2 is not then satisfied;
(viii) if the requirement of Default has occurred SECTION 3.9 of this Agreement is not then satisfied;
(ix) if the Amortization Date shall have occurred;
(x) if, as indicated on the most recent Sales and Valuation Report, the Company is continuing until not in compliance with the Note Collateral Value Requirement; or
(xi) if after giving effect to such time as issuance, the aggregate Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from Usage would exceed the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no aggregate Letter of Credit shall be issued by the applicable Letter Limit of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of creditall Financing Parties.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 1 contract
Samples: Note Purchase and Letter of Credit Agreement (LTV Corp)
Issuance of Letters of Credit. (a) Subject The Borrower shall be entitled to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding request the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter Letters of Credit Issuer in its reasonable discretion; provided that by giving the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by Issuing Bank a Letter of Credit Issuer Request at least 1 Business Day before the Stated Amount requested date of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment issuance of such Letter of Credit Issuer (or its Affiliateswhich shall be a Business Day). Any Letter of Credit Request received by the Issuing Bank later than 3:00 p.m., Los Angeles time, shall be deemed to have been received on the next Business Day. Each Letter of Credit Request shall be delivered by telecopier (subject to the terms and conditions of the Teletransmission Agreement), (iv) each shall be signed by an Authorized Officer, shall be irrevocable and shall be effective upon receipt by the Issuing Bank. Provided that a valid Letter of Credit Request has been received by the Issuing Bank and upon fulfillment of the other applicable conditions set forth in Article 4, the Issuing Bank will issue the requested Letter of Credit. If a Letter of Credit Request is received by the Issuing Bank after 3:00 p.m., Los Angeles time, on the Business Day before the requested date of issuance of the related Letter of Credit, then the Issuing Bank will use its best efforts, but shall not be obligated, to issue such Letter of Credit on the requested date of issuance, upon fulfillment of the applicable conditions set forth in Article 4. No Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year 60 days after the date Commitment Termination Date.
(b) Immediately upon the issuance of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7Credit, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit Issuing Bank shall be deemed to have granted sold and transferred to each Letter of Credit Participant in respect thereof Lender, and each Letter of Credit Participant in respect thereof Lender shall be deemed to have acquired purchased and received from such Letter of Credit Issuerthe Issuing Bank, on the terms in each case irrevocably and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and riskwithout any further action by any party, an undivided interest and participation interest in such Letter of Credit Issuer’s Credit, each drawing thereunder and the obligations and rights of the Borrower under each such Existing Letter of Credit this Agreement in respect thereof in an amount equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, the product of (Ai) a fraction the numerator of which is the amount of the Commitment of such Lender and the denominator of which is the aggregate amount of all of the Commitments and (ii) the outstanding maximum amount available to be drawn under such Existing Letter of Credit (assuming compliance with all conditions to drawing). The Issuing Bank will promptly advise each Lender of the issuance of each Letter of Credit, the Letter of Credit Amount of such Letter of Credit, any change in the face amount or expiration date of such Letter of Credit, the cancellation or other termination of such Letter of Credit and (B) the aggregate amount any drawing under such Letter of any outstanding reimbursement obligations in respect thereofCredit.
Appears in 1 contract
Samples: Revolving Credit Agreement (Frontier Oil Corp /New/)
Issuance of Letters of Credit. (aA) Subject Prior to the Closing Date, Letters of Credit (as such term is defined in the Existing Credit Agreement; such letters of credit are listed on Schedule 3.1 and upon are hereinafter referred to as the "ORIGINAL LETTERS OF CREDIT") were issued by DBTCo on behalf of the Borrowers from time to time. Upon the terms and subject to the conditions herein set forthof this Credit Agreement, at any time and such outstanding Original Letters of Credit shall constitute Letters of Credit under this Credit Agreement from time to time on and after the Closing Date as fully as if such outstanding Original Letters of Credit had been issued under this Credit Agreement and prior shall henceforth be governed by the terms and conditions of this Credit Agreement in all respects. The Funds Administrator may from time to time request the date that is 15 days prior Agent to the Revolving Credit Maturity Date, each direct an Issuing Bank to issue a Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at Borrower. All such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter Letters of Credit shall be denominated in Dollars. No such request shall be granted if, after such issuance:
(viA) no Letter Total Exposure would exceed the lesser of (1) the Line of Credit shall be issued if it would be illegal under any Applicable Law for and (2) the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice Borrowing Base or (yB) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations would exceed $30,000,000 or (C) any Lender's Exposure would exceed its Commitment;
(II) (A) (1) any order, judgment or decree of any Governmental Authority or arbitrator shall enjoin or restrain such Borrower from procuring, such Issuing Bank from issuing, or a Lender from acquiring an L/C Participation in, such Letter of Credit, or (2) any Requirement of Law applicable to such Borrower, such Issuing Bank or a Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Borrower, such Issuing Bank or a Lender shall prohibit, or request that, any such Person refrain from procuring, issuing or acquiring an L/C Participation in, such Letter of Credit, as applicable, or, from performing its obligations under such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additionalits L/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit CommitmentsC Participation thereunder, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.;
Appears in 1 contract
Samples: Credit Agreement (Wellman Inc)
Issuance of Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forthforth in this Agreement, the Issuing Bank agrees to issue for the account of any Borrowing Subsidiary one or more Letters of Credit, up to an aggregate face amount at any one time and outstanding equal to the Letter of Credit Sublimit, from time to time during the period commencing on and after the Closing Effective Date and prior to the date that is 15 days prior to ending on a Business Day at least two (2) Business Days preceding the Revolving Credit Maturity Termination Date, each . The Letter of Credit Issuer agrees Obligations shall constitute financial accommodations under the Revolving Credit Facility and shall reduce availability under the Commitments by the amount of such Letter of Credit Obligations.
(ii) In addition to being subject to the satisfaction of the conditions precedent contained in Section 3.02, the obligation of the Issuing Bank to issue any Letter of Credit is subject to the satisfaction in full of the following conditions:
(or cause its Affiliates or other financial institution with which A) the Borrowing Subsidiary requesting the Letter of Credit Issuer shall have entered into an agreement regarding delivered to the issuance of letters of credit hereunder, to issue on its behalf), upon Issuing Bank and the request of Agent at such times and for in such manner as the account of the Borrower or any Restricted Subsidiary, letters of credit (eachIssuing Bank may prescribe, a “Letter of Credit”) in Credit Reimbursement Agreement and such form other documents and materials as may be approved by such Letter required pursuant to the terms thereof and the terms of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no proposed Letter of Credit shall be issued the Stated Amount of which, when added satisfactory to the issuer thereof; (B) immediately after the issuance of such Letter of Credit, the aggregate principal amount of Letter of Credit Obligations at such timethen existing with respect to Letters of Credit issued by the Issuing Bank, would shall not exceed the Letter of Credit Sub-Commitment then in effect, (ii) Sublimit and no Letter mandatory repayment of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by under Section 2.06(b)(iv) as a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment result of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.issuance;
Appears in 1 contract
Samples: Credit Facility Agreement (JPS Textile Group Inc /De/)
Issuance of Letters of Credit. (a) Subject to and upon the terms and ----------------------------- conditions herein of this Credit Agreement and in reliance upon the representations and warranties of the Borrower set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf)forth herein, upon the request of the Borrower pursuant to Section 3.4, one or more Issuing Banks selected by the Borrower shall issue Letters of Credit hereunder and for the Borrower's account, as more specifically described below. No Issuing Bank shall be obligated to issue any Letter of Credit for the account of the Borrower or any Restricted Subsidiary, letters if at the time of credit such requested issuance:
(each, a “Letter a) the face amount of Credit”) in such form as may be approved by such requested Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such timethen outstanding, would exceed the Letter of Credit Sub-Commitment then in effect, (iii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations to exceed $15,000,000 or (ii) when added to the aggregate amount of Revolving Loans then outstanding would exceed (x) the lesser of (A) the Total Commitments and (B) the Borrowing Base then in effect or (y) the Inventory Sublimit;
(b) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank from issuing such Letter of Credit Issuer or any Requirement of Law applicable to exceed such Issuing Bank or any request or directive (whether or not having the Letter force of Credit Sub-Commitment Obligation law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request such Issuing Bank to refrain from, the issuance of letters of credit generally or such Letter of Credit Issuerin particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank is not otherwise compensated) not in effect as of the Restatement Effective Date, (ix) UBS AGor any unreimbursed loss, Stamford Branch shall only cost or expense which was not applicable, in effect or known to such Issuing Bank as of the Restatement Effective Date and which such Issuing Bank deems in good faith to be required material to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.it; or
(c) In connection a default of any Lender's obligations to fund under Section 3.6 exists, or such Lender is a Defaulting Lender under Section 2.4(c), unless the Agent and the Issuing Banks have entered into satisfactory arrangements with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject Borrower to the availability of unused Commitments eliminate such Issuing Bank's risk with respect to such newly established Class and the satisfaction Lender, including cash collateralization of the Conditions set forth in Section 7, the Borrower may, with the written consent such Lender's Proportionate Share of the Letter of Credit Issuer, designate any outstanding Letter Obligations. Schedule III attached hereto contains a description of Credit to be a Letter all letters of Credit credit issued by an Issuing Bank pursuant to the Existing Credit Agreement and which are to remain outstanding on the Restatement Effective Date. Each such Class letter of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitmentscredit, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
including any extension thereof (d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each an "Existing Letter of Credit set forth on Schedule 1.1(bCredit") hereto issued by shall constitute a "Letter of Credit Issuer hereunder shall become a Letter Credit" for all purposes of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an . Each Existing Letter of Credit shall be deemed to have granted each Letter issued for purposes of Credit Participant in respect thereof Sections 3.3 and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, 4.7 on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofRestatement Effective Date.
Appears in 1 contract
Issuance of Letters of Credit. (a) Subject From and after the date hereof to and but excluding the Letter of Credit Termination Date, the Issuer agrees, upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunderforth in this Agreement, to issue on its behalf), upon at the request of and for the account of the Borrower, one or more Letters of Credit for the account of the Borrower or any Restricted Subsidiary, letters (x) to support the obligations of credit NCUL and MUL with respect to specific syndicates at the Society of Lloyd’s (each, a the Letters of Credit issued under this clause (x) being called the “Letter Lloyd’s Letters of Credit”) in and (y) to support other obligations, provided that the aggregate face amount of all outstanding Letters of Credit Obligations with respect to this clause (y) does not at any time exceed the lesser of (A) the Revolving Credit Commitment and (B) $2,000,000; provided, however, that the Issuer shall not be under any obligation to issue, and shall not issue, any Letter of Credit if: (i) any order, judgment or decree of any governmental authority or other regulatory body with jurisdiction over the Issuer shall purport by its terms to enjoin or restrain such form as may be approved by Issuer from issuing such Letter of Credit Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over the Issuer in its reasonable discretion; provided shall prohibit, or request that the Borrower Issuer refrain from, the issuance of Letters of Credit in particular or shall be a co-applicant, and be jointly and severally liable, impose upon the Issuer with respect to each any Letter of Credit issued any restriction or reserve or capital requirement (for which the account Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to the Issuer as of a Restricted Subsidiarythe date of this Agreement and which the Issuer in good xxxxx xxxxx material to it; (ii) one or more of the conditions to such issuance contained in Section 5.2 is not then satisfied; or (iii) after giving effect to such issuance, the aggregate outstanding amount of the Letter of Credit Obligations plus the outstanding Revolving Credit Loans would exceed the Revolving Credit Commitment. Letters of Credit shall be denominated, at the Borrower’s option, in either Dollars or Pounds.
(b) Notwithstanding the foregoing, In no event shall: (i) no Letter the aggregate amount of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations plus the outstanding Revolving Credit Loans at such time, would any time exceed the Letter of Credit Sub-Commitment then in effect, Commitment; or (ii) no the expiration date of any Letter of Credit shall be issued (other than the Stated Amount of which, when added to the Letter Letters of Credit Obligations identified on Schedule 3.1 hereto) or the date for payment of any draft presented thereunder and accepted by the Revolving Credit Loans and Swingline Loans outstanding at such timeIssuer, would exceed be later than (x) the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer date one year after the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment effective date of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) in the Letter case of Credit Maturity Datethe Lloyd’s Letters of Credit, (v) each Letter four years after notice of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for expiry from the Issuer to the Borrower and the beneficiary of the Letter of Credit to have a Credit; provided, that each Letter of Credit issued in its favor, (vii) no with an automatic “evergreen” provision providing for renewal absent advance notice by the Borrower or the Issuer shall be automatically renewed unless at least 30 days prior to each anniversary of the issuance of such Letter of Credit the beneficiary thereof receives notice from the Issuer that such Letter of Credit shall not be issued after renewed. The Issuer shall be under no obligation to permit the applicable renewal or extension of any Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that at any time (A) when a Default or an Event of Unmatured Default has occurred and is continuing until such time as or (B) after the Letter of Credit Termination Date. The Issuer shall have received a written may (and, upon the request of the Required Lenders, shall) give notice of termination of any Lloyd’s Letters of Credit with an expiry date based upon notice at any time (xA) rescission of such notice from the party or parties originally delivering such notice when a Default has occurred and is continuing or (yB) after the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by Termination Date.
(c) The Borrower agrees that, if at any time as a result of reductions in the applicable Letter of Credit Issuer if such issuance would cause Commitment pursuant to Section 3.3 or otherwise and after giving effect to any repayments of Revolving Credit Loans pursuant to Section 2.1(b), the aggregate balance of the Letter of Credit Obligations of such Letter of exceeds the Revolving Credit Issuer to exceed Commitment, the Borrower shall cash collateralize the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of Obligations by depositing into the Letter of Credit Issuer, designate any outstanding Letter of Credit Cash Collateral Account cash or Cash Collateral Investments in such amount as may be necessary to be a Letter of Credit issued pursuant to eliminate such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableexcess.
(d) On The Letters of Credit identified on Schedule 3.1 hereto which are issued and outstanding under the Closing DateExisting Credit Agreement shall, upon satisfaction of the conditions set forth in Article V hereto, automatically and without further action by any party hereto (including on the delivery part of a Letter of Credit Request or any consent of, or confirmation by or tothe Agent, the Administrative Agent)Issuer, subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall Lenders or the Borrower be deemed to be a Letter Letters of Credit issued under this Agreement Agreement.
(e) For purposes of determining usage and shall be subject to the terms and conditions hereof (including availability under this Section 4.1) as if each such 3.1, when a Letter of Credit was is issued by in Pounds, such Pounds will be converted to Dollars upon issuance, upon the applicable Letter proposed issuance of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing any other Letter of Credit and at the end of each calendar quarter, and at any time thereafter as requested by the Agent or any Lender (Bincluding the Issuer) and such determination shall be made by the Agent in its sole determination based upon the spot exchange rate between Dollars and Pounds as quoted by the Agent’s foreign exchange desk as of such date of determination. Notwithstanding any other provisions of this Agreement, if at any time, after giving effect to the conversion of Pounds into Dollars as set forth above, the aggregate face amount of any all outstanding reimbursement obligations Letters of Credit plus the outstanding Revolving Credit Loans is greater than the Aggregate Revolving Credit Commitment (“Conversion Differential”), then the Borrower shall prepay the Revolving Credit Loans to the extent required so that the difference between the then effective Aggregate Revolving Credit Commitment and the aggregate principal amount of all outstanding Revolving Credit Loans is equal to or greater than the Conversion Differential and, in respect thereofthe event the Conversion Differential exceeds the then effective Aggregate Revolving Credit Commitment, then the Borrower shall cash collateralize such Conversion Differential by depositing into the Letter of Credit Cash Collateral Account cash or Cash Collateral Investments in an amount equal to such difference.”
Appears in 1 contract
Issuance of Letters of Credit. (a) Subject to and upon On the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior subject to the date that is 15 days prior conditions hereof, and subject to the Revolving Credit Maturity Date, each Letter consent of Credit Issuer agrees to issue the Lender (or cause in its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalfdiscretion), upon the Borrower may request of and that the L/C Bank open for the account of the Borrower or any Restricted Subsidiary, letters of credit credit, in form and substance satisfactory to the L/C Bank, the Borrower, the Facility Agent, the Lender and Ex-Im Bank, in each case for which Ex-Im Bank has issued a Certificate Approving Letter of Credit under this Agreement (each, a “"Letter of Credit”) in such form as may be approved by such "). At no time shall the aggregate undrawn face amount of the outstanding Letter of Credit Issuer in its reasonable discretion; provided that plus the Borrower shall be a co-applicant, aggregate amount of all L/C Payments and be jointly and severally liable, with respect to each Reimbursements previously made exceed the total amount of the Guaranteed Credit. The amount available under the Letter of Credit issued for shall be reduced by the account amount of a Restricted Subsidiaryany drawing thereunder.
(b) Notwithstanding A request by the foregoing, Borrower for the issuance of a Letter of Credit by the L/C Bank shall be made by delivering (i) no to the Facility Agent, the L/C Bank and Ex-Im Bank, at least twenty (20) Business Days prior to the proposed date for the issuance of such Letter of Credit, a Request for Letter of Credit Approval in accordance with Annex B, together with the documents required to be delivered in connection therewith; and (ii) simultaneously to the L/C Bank an application on the L/C Bank's customary forms for an irrevocable documentary credit (provided that such Letter of Credit shall provide that, in the case of conflict between the terms of the customary form and this Agreement, this Agreement shall govern), together with such other documents relating to the opening of commercial credits as the L/C Bank may request.
(c) Promptly upon receiving a Request for Letter of Credit Approval and the accompanying documents required by Section 3.03(b), the Facility Agent shall determine whether such documentation complies with the requirements set forth in Part III of the Utilization and Disbursement Procedures. Thereafter, not later than fourteen (14) Business Days prior to the proposed Utilization, the Facility Agent shall provide to Ex-Im Bank (to the attention of the Operations Division) an Operations Review Notice.
(d) Thereafter, and not later than fourteen (14) Business Days prior to the proposed Utilization, the Facility Agent shall provide to Ex-Im Bank (to the attention of the Asset Management Division) a Utilization Conditions Review Notice.
(e) After receipt of the Utilization Conditions Review Notice sent by the Facility Agent in accordance with Section 3.03(d), if Ex-Im Bank approves the proposed Utilization, it shall deliver a Certificate Approving Letter of Credit to the L/C Bank in writing, with a copy to the Facility Agent, not later than the close of business at Ex-Im Bank four (4) Business Days prior to the proposed Utilization.
(f) The L/C Bank may issue the requested Letter of Credit upon, but only upon, its receipt of the Certificate Approving Letter of Credit.
(g) Each Letter of Credit issued hereunder shall:
(i) provide for L/C Payments on one or more Disbursement Dates, subject to (A) receipt by Ex-Im Bank and the Facility Agent of a Notice of Borrowing and the documents required to be delivered hereunder and under the Utilization and Disbursement Procedures, each at the times required to be delivered under the applicable document, and (B) the L/C Bank's satisfaction in form and substance with the documentation required under the Utilization and Disbursement Procedures evidenced by issuance of Documentary Approval as and when required by Section 3.05(b).
(ii) include all provisions required under this Section 3.03(g) and Section 3.03(h) and set forth in Part III of the Utilization and Disbursement Procedures;
(iii) provide that the amount of each L/C Payment thereunder shall be paid or deposited as provided in Section 3.05(e); and
(iv) provide for amendment, if required, in accordance with the procedures set forth in the Utilization and Disbursement Procedures, including, without limitation, receipt of a Certificate Approving Amendment to Letter of Credit from Ex-Im Bank.
(h) Each Letter of Credit shall be issued effective on its date of issuance (which shall be no earlier than the Stated Amount of which, when added Initial Disbursement Date) and shall expire in accordance with its terms in effect from time to the time; provided that in no event shall any Letter of Credit Obligations at such time, would exceed remain in effect beyond the Letter expiry of Credit Sub-Commitment then in effect, (ii) no the relevant Availability Period. Each Letter of Credit shall be issued the Stated Amount an irrevocable documentary sight letter of whichcredit in compliance with and subject to, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance extent not inconsistent with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms requirements of this Section 33.03(h), the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 500 (i1993 Revision) each Existing Letter (as the same may be amended from time to time) and the Applicable Law of Credit set forth on Schedule 1.1(b) hereto issued by a Letter the State of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofNew York.
Appears in 1 contract
Samples: Ex Im Bank Facility Agreement (Chartered Semiconductor Manufacturing LTD)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Second Amendment Effective Date and prior to the date that is 15 days prior to the Revolving Letter of Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its respective Affiliates or other financial institution with which the such Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.. LPL – Conformed A&R Credit Agreement
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Total Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (viv) each Letter of Credit shall be denominated in Dollars, (viv) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, and (viivi) no Letter of Credit shall be issued after the applicable any Letter of Credit Issuer has received a written notice from the Borrower or Borrower, the Administrative Agent or the Required Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as the such Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, .
(viiic) no Letter of Credit shall be issued by the applicable No Letter of Credit Issuer if shall be under any obligation to issue any Letter of Credit if:
(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such issuance would cause Letter of Credit Issuer from issuing the Letter of Credit, or any requirement of law applicable to the Letter of Credit Obligations Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Letter of Credit Issuer shall prohibit, or request that such Letter of Credit Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Letter of Credit Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Letter of Credit Issuer in good xxxxx xxxxx material to it;
(ii) the issuance of such Letter of Credit would violate one or more policies of such Letter of Credit Issuer applicable to Letters of Credit generally;
(iii) except as otherwise agreed by the Administrative Agent and such Letter of Credit Issuer, the Letter of Credit is in an initial Stated Amount less than $100,000;
(iv) the Letter of Credit is to be denominated in a currency other than Dollars; or LPL – Conformed A&R Credit Agreement
(v) the Stated Amount of such Letter of Credit, when added to the Letter of Credit Obligations applicable to such Letter of Credit Issuer, would exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(cd) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the applicable Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 1 contract
Issuance of Letters of Credit. (a) Subject The Company, as agent for ----------------------------- the Borrowers, may from time to time request the Issuing Lender to issue a Standby L/C or a Commercial L/C by delivering to the Administrative Agent at its address specified in subsection 11.2 (or such other location as the Issuing Lender may direct) a letter of credit application in the Issuing Lender's then customary form (the "L/C Application") completed to the satisfaction of the --------------- Issuing Lender, together with the proposed form of such Letter of Credit (which shall comply with the applicable requirements of paragraph (b) below) and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request; provided that if the Issuing Lender informs the -------- Company that it is for any reason unable to open such Letter of Credit, the Company, as agent for the Borrowers, may request any Lender to open such Letter of Credit upon the same terms offered to the Issuing Lender and each reference to the Issuing Lender for purposes of subsections 3.5 through 3.14, 6.1 and 6.2 shall be deemed to be a reference to such Issuing Lender. In the event of any inconsistency between the terms and conditions herein set forthof this Agreement and the terms and conditions of any L/C Application or other document submitted by the Company to, at or entered into by the Company with, the Issuing Lender relating to any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue Credit, the terms and conditions of this Agreement shall control.
(or cause its Affiliates or other financial institution with which the Letter of Credit Issuer b) Each Standby L/C and Commercial L/C issued hereunder shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and be issued for the account of the Borrower or any Restricted SubsidiaryCompany and shall, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoingamong other things, (i) no Letter of Credit be denominated in Dollars and be in such form requested by the Company as shall be issued the Stated Amount of which, when added acceptable to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then Issuing Lender in effect, its sole discretion and (ii) no Letter have an expiry date occurring not later than 365 days after the date of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment issuance of such Letter of Credit Issuer (or and, in the case of Standby L/Cs, may be automatically renewed on its Affiliates)expiry date for an additional period equal to the initial term, (iv) each but in no case shall any Letter of Credit shall have an expiration expiry date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent Revolving Credit Termination Date. Each L/C Application and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction International Standby Practices (ISP 98) of the Conditions set forth International Chamber of Commerce (in Section 7the case of Standby L/Cs) or the Uniform Customs (in the case of Commercial L/Cs) and, to the extent not inconsistent therewith, the Borrower may, with the written consent laws of the Letter State of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableNew York.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Appears in 1 contract
Samples: Credit Agreement (Jostens Inc)
Issuance of Letters of Credit. (a) Subject Prior to and upon the date hereof Lender has issued for the account of Borrower those certain Letters of Credit set forth on Exhibit 2.1A hereto (the "Existing Letters of Credit"). The Existing Letters of Credit shall be subject to the same terms and conditions herein set forthof this Agreement affecting Letters of Credit (as defined below). In addition, at any time and Lender shall from time to time on time, until August 15, 1997 (such date, or such later date as may be determined by Lender in its sole and after absolute discretion upon the Closing Date and prior to written request of Borrower, the date that is 15 days prior to the Revolving "Letter of Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf"), upon the request of Borrower, if the applicable conditions precedent specified in subsections 3.1(b) and for the account 3.1(c) and subsections 3.2(b), 3.2(c), and 3.2(e) shall have been satisfied with respect to such requested Letter of the Borrower Credit, issue either documentary letters of credit or any Restricted Subsidiary, standby letters of credit (each, a “Letter "Letters of Credit”") in such form as may be approved by such the name of Borrower on behalf of any of its wholly-owned Subsidiaries. The Letter of Credit Issuer Exposure plus the outstanding principal balance of any Advances shall not exceed FIFTEEN MILLION DOLLARS ($15,000,000). Except in its reasonable discretion; provided that connection with the Borrower shall be a co-applicantExisting Letters of Credit, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) a term not to exceed the Letter of Credit Maturity Date, (v) each Letter provided that Letters of Credit with an aggregate undrawn face amount of up to $5,000,000 may have expiry dates through, but not after, August 15, 1998 and shall be denominated in Dollars, (vi) no Letter of Credit such form as Lender may from time to time approve. Borrower shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a give Lender irrevocable written notice from (in the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions form set forth in Section 7, Exhibit 2.1B hereto) of a request for the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery issuance of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing a "Letter of Credit set forth on Schedule 1.1(b) hereto issued Request"), which shall be accompanied by a duly completed and executed Letter of Credit Issuer hereunder shall become a Application at least four (4) Business Days before the requested date of issuance of any such Letter of Credit outstanding under this AgreementCredit, which requested date shall be deemed to be a Business Day. Any Letter of Credit issued under this Agreement and hereunder shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued governed by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.the
Appears in 1 contract
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forthhereof, and on the condition that the aggregate Letter of Credit Liabilities shall not at any time and exceed $3,000,000, the Company shall have the right, in addition to Revolving Credit Loans provided for in Section 2.01, to utilize the Revolving Credit Commitments from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Final Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding Date by obtaining the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, Company by the Issuing Bank if the Company shall so request in the notice referred to in Subsection 2.03(b)(i) (such letters of credit (eachbeing collectively referred to as the "Letters of Credit"); provided, however, that the Aggregate Revolving Credit Exposure at any one time outstanding shall not exceed the Maximum Available Amount in effect at such time. The Letters of Credit may be issued to support the obligations of the Company. Upon the date of the issuance of a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that , the Borrower Issuing Bank shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Datedeemed, without further action by any party hereto (including hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from the delivery of Issuing Bank, a Letter of Credit Request or any consent ofparticipation, or confirmation by or to, the Administrative Agent), subject to the terms extent of this Section 3such Lender's Percentage Share, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing the related Letter of Credit equal Liabilities. No Letter of Credit issued pursuant to this Agreement shall have an expiry date later than one year from date of issuance , provided that any Letter of Credit having an expiry date after the Final Maturity Date shall have been fully Covered or shall be backed by a letter of credit in form and substance, and issued by an issuer, acceptable to each of the Agent and the Issuing Bank in their sole discretion, provided, further, that, subject to the immediately preceding proviso, any Letter of Credit may give the beneficiary thereof the right to draw such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, unless the expiry date thereof is extended for periods of (A) the outstanding amount available up to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereofone year per extension.
Appears in 1 contract
Samples: Credit Agreement (Puretec Corp)
Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter Letters of Credit issued under the Original Credit Agreement and described on Schedule 3.01 hereto shall be ------------- deemed, for the account purposes of a Restricted Subsidiary.
(b) Notwithstanding the foregoingthis Agreement, (i) no to be issued hereunder, and each such Letter of Credit shall be issued treated accordingly. The Borrower shall give the Stated Amount Administrative Agent not less than five Business Days prior written notice of whicha request for the issuance of a Letter of Credit, when added and the Administrative Agent shall promptly notify each Lender of such request. Upon receipt of the Borrower's properly completed and duly executed Applications, and subject to the terms of such Applications and to the terms of this Agreement ( this Agreement governing all conflicting provisions), the Administrative Agent agrees to issue Letters of Credit on behalf of the Borrower in an aggregate face amount not in excess of the Letter of Credit Obligations at such timeCommitment, would exceed the Letter of Credit Sub-Commitment then each denominated in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations Dollars and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each for sight drawings only. No Letter of Credit shall have an expiration date occurring no later than a maturity extending beyond the earlier earliest of (xi) the fifth Business Day prior to the First Maturity Date, or (ii) one year after from the date of issuance thereofits issuance, unless otherwise agreed upon by or (iii) such earlier date as may be required to enable the Administrative Agent and the applicable Letter of Credit Issuer or as provided Borrower to satisfy its repayment obligations under Section 3.2(e2.06 hereof (including, without limitation, such repayment obligations resulting from a decrease in the Commitment required by Section 2.11 hereof), . Subject to such maturity limitations and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) so long as no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice or would result from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery renewal of a Letter of Credit Request or any consent of, or confirmation by or toCredit, the Letters of Credit may be renewed by the Administrative Agent)Agent in its discretion. The Lenders shall participate ratably in all rights and obligations of the Administrative Agent under the Letters of Credit and in any unreimbursed draws under any Letter of Credit in their Revolver Specified Percentages. The amount of the Letters of Credit issued and outstanding and the unpaid reimbursement obligations of the Borrower for such Letters of Credit shall reduce the amount of Commitment available, subject to so that at no time shall the terms sum of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit all outstanding under this AgreementRevolver Advances in the aggregate, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and plus (ii) each Letter the aggregate face amount of Credit Issuer that has issued an Existing Letter all outstanding Letters of Credit shall Credit, plus (iii) (without duplication) all outstanding reimbursement obligations related to Letters of Credit, exceed $235,000,000 (as may be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of increased by Section 3.3 2.18 hereof, for and as may be reduced by Section 2.11 hereof), and at no time shall the sum of all Revolver Advances made by any Lender (except the Canada Lender) plus any such Letter Lender's ratable share of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount amounts available to be drawn under such Existing Letter the Letters of Credit and (B) the aggregate amount of any outstanding unpaid reimbursement obligations of the Borrower in respect thereofof such Letters of Credit exceed such Lender's Revolver Specified Percentage of the Commitment, provided that, with respect to the Canada Lender, at no time shall the sum of all Revolver Advances made by the Canada Lender plus its ratable share of amounts available to be drawn under the Letters of Credit and the unpaid reimbursement obligations of the Borrower in respect of such Letters of Credit exceed an amount equal to the difference between its Revolver Specified Percentage of the Commitment, minus the Canada Indebtedness Amount.
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Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein of this Credit Agreement and in reliance upon the representations and warranties of the Borrower set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf)forth herein, upon the request of the Borrower pursuant to Section 3.4, the Issuing Bank shall issue Letters of Credit hereunder and for the Borrower's account, as more specifically described below. On the Restatement Effective Date, all Original Letters of Credit shall be deemed to have been issued under this Credit Agreement and shall for all purposes constitute "Letters of Credit" hereunder. The Issuing Bank shall not be obligated to issue any Letter of Credit for the account of the Borrower or any Restricted Subsidiary, letters if at the time of credit such requested issuance:
(each, a “Letter a) The face amount of Credit”) in such form as may be approved by such requested Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such timethen outstanding, would exceed the Letter of Credit Sub-Commitment then in effect, (iii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations to exceed $12,500,000, (ii) when added to the aggregate amount of Revolving Loans (including Agent Advances) then outstanding would exceed the least of (A) the Total Available Commitments then in effect, (B) the Borrowing Base then in effect and (C) the Senior Unsecured Notes Borrowing Base then in effect;
(b) Any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Bank from issuing such Letter of Credit Issuer or any Requirement of Law applicable to exceed the Letter Issuing Bank or any request or directive (whether or not having the force of Credit Sub-Commitment Obligation law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request the Issuing Bank to refrain from, the issuance of letters of credit generally or such Letter of Credit Issuerin particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Bank is not otherwise compensated) not in effect as of the Restatement Effective Date, (ix) UBS AGor any unreimbursed loss, Stamford Branch shall only cost or expense which was not applicable, in effect or known to the Issuing Bank as of the Restatement Effective Date and which the Issuing Bank deems in good faith to be required material to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.it; or
(c) In connection A default of any Revolving Credit Lender's obligations to fund under Section 3.6 exists, or such Revolving Credit Lender is a Defaulting Lender under Section 2.4(c), or any Revolving Credit Lender has rejected or repudiated its obligations in respect of Letters of Credit, unless the Administrative Agent and the Issuing Bank have entered into satisfactory arrangements with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject Borrower to eliminate the availability of unused Commitments Issuing Bank's risk with respect to such newly established Class and the satisfaction Revolving Credit Lender, including cash collateralization of the Conditions set forth in Section 7, the Borrower may, with the written consent such Revolving Credit Lender's Revolving Credit Proportionate Share of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicableObligations.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
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Issuance of Letters of Credit. (a) Subject to and upon all of the terms and conditions herein set forthhereof, at Bank agrees to establish the LC Facility pursuant to which, during the period from the date hereof to the Facility A Maturity Date, the Bank on behalf of the Borrower shall make available to the Borrower one or more Letters of Credit on the Borrower’s request therefor from time to time, subject to the following terms and conditions:
(i) The Bank will not be required to issue any time Letter of Credit to the extent that the issuance thereof would cause the LC Obligations exceed the Maximum LC Obligation or the sum of Facility A Revolving Loans plus the LC Obligations to exceed the Facility A Maximum Facility Amount.
(ii) The Borrower acknowledges that the Bank’s willingness to issue any Letter of Credit is conditioned upon (a) the Bank’s receipt of (i) an LC Application executed by an Authorized Person with respect to the requested Letter of Credit, (ii) such LC Support as the Bank, in the exercise of its sole discretion, requests, and (iii) such other instruments and agreements as the Bank may customarily require for the issuance of a letter of credit of equivalent type and amount as the requested Letter of Credit, and (b) the satisfaction of each of the LC Conditions and compliance with Section 1.11. In no event shall the Bank have any liability or obligation to Borrower for any failure or refusal by the Bank to issue, for the Bank’s delay in issuing, or for any error of the Bank in issuing or failure to issue, any Letter of Credit.
(iii) Letters of Credit may be requested only if they are to be used (a) to support obligations of the Borrower incurred in the ordinary course of business of the Borrower, or (b) for such other purposes as the Bank may approve from time to time in writing.
(iv) The Borrower shall comply with all of the terms and conditions imposed on it by the Bank, whether such terms and after conditions are contained in an LC Application or in any agreement with respect thereto, shall pay all of the Closing Date Bank’s fees customarily charged in connection with the application for, issuance, and prior negotiation of letters of credit, and all of the rights and remedies that the Bank has under an LC Application or any agreement related thereto shall be in addition to any rights and remedies of the date that is 15 days prior Bank contained in any of the Loan Documents. The Borrower agrees to reimburse the Revolving Credit Maturity Date, each Bank for any draw under any Letter of Credit Issuer agrees on the date drawn, and to issue (pay the Bank the amount of all other liabilities and obligations payable to the Bank under or cause its Affiliates or other financial institution in connection with which the any Letter of Credit Issuer shall immediately when due, irrespective of any claim, setoff, defense or other right that the Borrower may have entered into an agreement regarding at any time against the issuance Bank or any other Person. Until the Bank has received payment from the Borrower in accordance with the foregoing provisions of letters of credit hereunder, to issue on its behalfthis clause (iv), upon the request Bank, in addition to all of its other rights and for remedies under this Agreement, shall (A) be entitled to interest at the account rate otherwise applicable to Facility A Revolving Loans hereunder (including, if applicable, the Default Rate) and (B) be fully subrogated to the rights and remedies of each beneficiary under a Letter of Credit whose claims against the Borrower or any Restricted Subsidiary, letters have been discharged with the proceeds of credit (each, a “such Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that . Whether or not the Borrower submits any request for a Facility A Revolving Loan to the Bank, the Borrower shall be deemed to have requested from the Bank a co-applicantFacility A Revolving Loan in an amount necessary to pay to the Bank all amounts due the Bank pursuant to this clause (iv).
(v) The Borrower assumes all risks of the acts, and be jointly and severally liable, with respect to each omissions or misuses of any Letter of Credit issued by the beneficiary thereof. The obligation of the Borrower to reimburse the Bank for all amounts paid by the account Bank by reason of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount absolute, unconditional and irrevocable, and shall be paid without regard to any lack of which, when added to the validity or enforceability of any Letter of Credit Obligations Credit, the existence of any claim, setoff, defense or other right which the Borrower may have at such time, would exceed the any time against a beneficiary of any Letter of Credit Sub-Commitment then in effectCredit, (ii) no or improper honor by the Bank of any draw request under a Letter of Credit shall be issued Credit, except in the Stated Amount case of whichthe gross negligence or willful misconduct by the Bank. If presentation of a demand, when added to draft, certificate or other document does not comply with the Letter terms of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer and the Stated Amount Borrower contends that, as a consequence of whichsuch noncompliance, when added it has no obligation to reimburse the Bank for any payment made with respect thereto, the Borrower shall nevertheless be obligated to reimburse the Bank for any payment made by the Bank with respect to such Letter of Credit Issuer’s Revolving Credit Exposure Credit, but without waiving any claim the Borrower may have against the Bank in connection therewith.
(whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (ivvi) each No Letter of Credit shall have an expiration date occurring no later than after the earlier of (xa) one year hundred eighty (180) days after the date of issuance thereof, unless otherwise agreed upon by and (b) one hundred eighty (180) days after the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e)Facility A Maturity Date and, and (y) in the Letter of Credit event such expiration date is after the Facility A Maturity Date, (v) each such Letter of Credit shall be denominated in Dollars, Cash Collateralized during the period from the date of its issuance until the date it expires or is terminated.
(vii) Subject to subsection (vi) ), above, no Letter of Credit shall be issued if it would be illegal under extended or amended in any Applicable Law for the beneficiary respect unless all of the LC Conditions are met as though a new Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred were being requested and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of creditissued.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
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Samples: Loan and Security Agreement (Medallion Financial Corp)
Issuance of Letters of Credit. (a) Subject From and after the date hereof to and but excluding the Letter of Credit Availability Termination Date, the Issuer agrees, upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunderforth in this Agreement, to issue on its behalf), upon at the request of and for the account of the Borrower, one or more Letters of Credit for the account of the Borrower or any Restricted Subsidiary, letters (x) to support the obligations of credit Wholly-Owned Subsidiaries of the Borrower with respect to specific syndicates at the Society of Lloyd’s (each, a the Letters of Credit issued under this clause (x) being called the “Letter Lloyd’s Letters of Credit”) in and (y) to support other obligations, provided that the aggregate face amount of all outstanding Letter of Credit Obligations with respect to this clause (y) does not at any time exceed the lesser of (A) the Letter of Credit Commitment and (B) $10,000,000; provided, however, that the Issuer shall not be under any obligation to issue, and shall not issue, any Letter of Credit if: (i) any order, judgment or decree of any governmental authority or other regulatory body with jurisdiction over the Issuer shall purport by its terms to enjoin or restrain such form as may be approved by Issuer from issuing such Letter of Credit Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over the Issuer in its reasonable discretion; provided shall prohibit, or request that the Borrower Issuer refrain from, the issuance of Letters of Credit in particular or shall be a co-applicant, and be jointly and severally liable, impose upon the Issuer with respect to each any Letter of Credit issued any restriction or reserve or capital requirement (for which the account Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to the Issuer as of a Restricted Subsidiary.
(b) Notwithstanding the foregoingdate of this Agreement and which the Issuer in good xxxxx xxxxx material to it, (iii) no Letter one or more of Credit shall be issued the Stated Amount conditions to such issuance contained in Section 4.2 is not then satisfied or (iii) after giving effect to such issuance, the aggregate outstanding amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effectCommitment. For purposes of clause (iii) of the immediately preceding sentence, (ii) no at any time there is a Defaulting Lender, the Letter of Credit Commitment shall be issued automatically reduced by an amount equal to the Stated Amount remainder of which, when added to (A) such Defaulting Lender’s pro-rata share of the Letter of Credit Commitment minus (B) such Defaulting Lender’s pro-rata share of the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such timethen outstanding; provided, would exceed the Total Revolving Credit Commitment then in effecthowever, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit Commitment shall be denominated in Dollars, restored if either (vii) no Letter of Credit shall be issued if it would be illegal under any Applicable Law such Defaulting Lender provides cash collateral to the Agent for the beneficiary account of such Defaulting Lender pursuant to Section 10.11 in the amount of such Defaulting Lender’s pro-rata share of the Letter of Credit Commitment or (ii) the Borrower has entered into satisfactory arrangements with the Issuer to have eliminate the Issuer’s risk with respect to such Defaulting Lender, it being agreed that such satisfactory arrangements may include collateral or the charging of a Letter fee and the Lenders agree that any such collateral or fee shall belong solely to the Issuer and shall not be subject to the sharing provisions of Credit issued in its favor, (vii) no Letter this Agreement. Letters of Credit shall be issued after denominated, at the applicable Letter of Credit Issuer has received a written notice from the Borrower Borrower’s option, in either Dollars or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of creditPounds.
(c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
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Issuance of Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.
(b) Notwithstanding the foregoing, (i) no Each Letter of Credit shall be issued upon the Stated Amount irrevocable written request of whichBorrower, when added received by Agent and the Issuing Lender at least seven (7) days (or such shorter time as Agent may agree in a particular instance) prior to the proposed date of issuance. Each Letter of Credit Obligations at such time, would exceed outstanding under the Letter of Existing Credit Sub-Commitment then in effect, Agreement which survives the Closing Date shall be deemed to be reissued under this Agreement on the Closing Date as set forth on Schedule 2.19(b).
(ii) no Each request for issuance of a Letter of Credit shall be issued by telecopy, confirmed immediately in writing, on the Stated Amount form specified by the Issuing Lender as being its then customary form for letter of which, when added to credit applications and shall specify: (A) the proposed date of issuance (which shall be a Banking Day); (B) the face amount of the Letter of Credit Obligations and Credit; (C) the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed date of expiration of the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer Credit; (D) the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment purpose of such Letter of Credit Issuer (or its Affiliates)Credit, (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (yE) the Letter name and address of Credit Maturity Date, the beneficiary thereof; (vF) each Letter of Credit shall the documents to be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; and (G) the full text of any certificate to have a Letter be presented by the beneficiary in case of Credit issued any drawing thereunder; provided that in its favorthe event that the form specified by the Issuing Lender conflicts with any provisions of this Agreement, the provisions in this Agreement shall govern.
(viiiii) no No Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower (or the Administrative Agent stating that a Default renewed or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (xextended) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer would thereupon have an expiration date which is after the date which is five Banking Days prior to exceed the Revolving Credit Termination Date (without taking into account any Advance Maturity Date).
(iv) Unless an Issuing Lender has received notice on or before the Banking Day immediately preceding the date such Issuing Lender is to issue a requested Letter of Credit Sub-Commitment Obligation of (A) from the Agent directing such Issuing Lender not to issue such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit.
(c) In connection with because the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth amount specified in Section 72.19(a)(i) would be exceeded and/or (B) from any Lender that one or more conditions specified in Section 4.02 are not then satisfied, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.
(d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be then subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.this
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Samples: Credit Agreement (Bally Total Fitness Holding Corp)
