Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 or any amendment to a Letter of Credit to 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 or amendment.
Appears in 4 contracts
Samples: Credit Agreement (Crocs, Inc.), Credit Agreement (Crocs, Inc.), Credit Agreement (Crocs, Inc.)
Issuance of Letters of Credit. (a) The Borrower may at any time prior to the Expiration Letter of Credit Maturity Date request the issuance of a standby or trade letter of credit (each each, a “Letter of Credit”) on behalf ), for its own account or the account of itself or another Loan Partyany of the Borrower’s Subsidiaries, or the amendment or extension of an existing Letter of Credit, by delivering or having such other Loan Party deliver transmitting by facsimile or email (in “pdf,” “tif” or similar format), to the an Issuing Lender selected by the Borrower (with a copy to the Revolving/TLA Administrative Agent) a completed application and agreement for letters 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 the 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 agreed to by the 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, the 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 application and if not, such Issuing Lender will provide the Revolving/TLA Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, 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 Credit may be issued in the terms and conditions hereof and in reliance on the agreements form of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Standby Letter of Credit or agree a Commercial Letter of Credit; provided that the Specified Issuing Lenders shall not be required to such amendment or extensionissue any Commercial Letter of Credit. Letters of Credit shall be issued only in U.S. Dollars. For the avoidance of doubt, provided the Loan Parties acknowledge that each Letter of Credit shall (A) have a maximum maturity issued for the account of twelve (12) months from the date of issuance, and (B) in no event expire later Persons other than the Expiration Date Loan Parties shall constitute an Investment and provided further that Guaranty in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 an amount equal to the requested issuance, amendment or extension face amount of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit , without duplication, and shall be subject to 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 or amendmentlimitations set forth herein.
Appears in 4 contracts
Samples: Credit Agreement (CONSOL Energy Inc.), Credit Agreement (CONSOL Energy Inc.), Credit Agreement (CONSOL Energy Inc.)
Issuance of Letters of Credit. (a) The Borrower or any Loan Party may at any time prior to the Expiration Letter of Credit Maturity Date request the issuance of a standby or trade letter of credit (each each, a “Letter of Credit”) on behalf ), for its own account or the account of itself or another Loan PartyParty or any Subsidiary thereof, 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 the an Issuing Lender selected by the Borrower (with a copy to the Administrative Agent) a completed application and agreement for letters letter of credit, or request for such amendment or extension, as applicable, in such form as the 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 agreed to by the 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, the 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 application and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, 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 Credit may be issued in the terms and conditions hereof and in reliance on the agreements form of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Standby Letter of Credit or agree to such amendment or extensiona Commercial Letter of Credit. Letters of Credit shall be issued only in U.S. Dollars. For the avoidance of doubt, provided the Loan Parties acknowledge that each Letter of Credit shall (A) have a maximum maturity issued for the account of twelve (12) months from the date of issuance, and (B) in no event expire later Persons other than the Expiration Date and provided further that in no event shall Loan Parties (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request by even though the Borrower for the issuance, amendment or extension of is a Letter of Credit co-applicant thereon) shall be deemed to be a representation by the Borrower that it shall be constitute an Investment and Guaranty in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect an amount equal to the requested issuance, amendment or extension face amount of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit , without duplication, and shall be subject to 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 or amendmentlimitations set forth herein.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (CNX Coal Resources LP), Credit Agreement (CNX Coal Resources LP)
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 (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 the Borrowers, the Administrative Agent and the Issuing Lender hereby agree that, from and after such date, the terms of 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 Borrower Borrowers or any Loan Party may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “Letter of Credit”) on behalf ), which may be denominated in either Dollars or an Optional Currency, for its own account or the account of itself or another Loan PartyParty 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 and agreement for letters 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 agreed to by 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; provided that if any such Subsidiary that is an “Applicant” or “Account Party” is not a Loan Party, the applicable Letter of Credit Obligations shall be the Obligations of each Loan Party that directly or indirectly owns the Equity Interests of such Subsidiary. Promptly after receipt of any letter of credit application, the 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 application and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 or any amendment to a Letter of Credit to 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 or amendment.
Appears in 3 contracts
Samples: Credit Agreement (Stoneridge Inc), Credit Agreement (Stoneridge Inc), Credit Agreement (Stoneridge Inc)
Issuance of Letters of Credit. The Borrower may at any from time prior to time request that the applicable Fronting Bank issue or amend a Letter of Credit by delivering to the Expiration Date Fronting Bank and the Administrative Agent a request substantially in the issuance form of a standby or trade letter of credit Exhibit D attached hereto (each a “Letter of CreditCredit Request”) on behalf and such other certificates, documents and other papers and information as the applicable Fronting Bank may reasonably request. Upon receipt of itself or another Loan Party, or the amendment or extension of an existing a Letter of CreditCredit Request, by delivering or having 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 the Letter of Credit requested thereby (but in no event shall any Fronting Bank be required to issue any Letter of Credit earlier than two (2) Business Days after its receipt of the Letter of Credit Request therefor and all such other Loan Party deliver 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) by issuing the original of such Letter of Credit to the Issuing Lender (with a copy to the Administrative Agent) a completed application and agreement for letters of credit, beneficiary thereof 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 otherwise may be agreed to by the Issuing Lenderapplicable 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 advance connection therewith, the terms and conditions of the proposed date of issuancethis Agreement shall govern and prevail. Promptly after receipt the issuance or amendment of any letter a Letter of credit applicationCredit, the Issuing Lender applicable Fronting Bank shall confirm with notify the Borrower and the Administrative Agent (by telephone or Agent, in writing) that the Administrative Agent has received , of such issuance or amendment and such notice shall be accompanied by a copy of such Letter of Credit application and if notor amendment. Upon receipt of such notice, such Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any shall promptly notify each Lender, Administrative Agent or the Borrowerin writing, 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a such Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have and if so requested by 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one timeLender, the Revolving Credit Commitments. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to 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 or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent shall furnish such Lender with a true and complete copy of such Letter of Credit or amendment.
Appears in 3 contracts
Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Termination Date request the issuance of a standby or trade letter of credit (together with the Existing Letter of Credit, each a “Letter of Credit” and collectively, the “Letters of Credit”) on behalf of itself or another Loan Partyits Subsidiaries, or the amendment or extension of an existing Letter of Credit, by delivering or having such other Loan Party deliver to the relevant 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 such Issuing Lender may specify from time to time by no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) at least five three (53) Business Days, or such shorter period as may be agreed to by the such Issuing Lender, in advance of the proposed date of issuance, amendment or extension. Each Letter of Credit shall be a standby letter of credit and no commercial letter of credit shall be issued hereunder. Promptly after receipt of any letter of credit application, the relevant 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 application and if not, such Issuing Lender will provide Administrative the Agent with a copy thereof. Unless the relevant Issuing Lender has received notice from any Lender, Administrative Agent the Agent, or the Borrower, 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] 3.02 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 2.82.04, the such Issuing Lender or any of the such Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of no greater than twelve (12) months from the date of issuance, and (B) in no event expire later than five (5) Business Days prior to the Expiration Termination Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 100,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Commitments. Notwithstanding the foregoing, any Letter of Credit Commitmentsmay contain customary automatic renewal provisions agreed upon by the Borrower and the relevant Issuing Lender (each an “Auto-Extension Letter of Credit”) pursuant to which the expiration date of such Auto-Extension Letter of Credit shall automatically be extended for a period of up to 12 months (but not to a date later than the date set forth in clause (B) above), subject to a right on the part of such Issuing Lender to prevent any such renewal from occurring for one of the reasons set forth in this Section 2.04(a) by giving notice to the beneficiary in advance of any such renewal; provided that the initial expiration date (or any subsequent expiration date) of each such Auto-Extension Letter of Credit is not later than five (5) Business Days prior to the Termination Date. Unless otherwise directed by the relevant Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any extension of an Auto-Extension Letter of Credit. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized the relevant Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the date set forth in clause (B) above; provided, however, that an Issuing Lender shall not permit any such extension if (I) such 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, or (II) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the date that notice must be given to prevent an extension of such Letter of Credit from the Agent or any Lender that one or more of the applicable conditions specified in Section 3.02 is not then satisfied and directing such Issuing Lender not to permit such extension (it being understood and agreed that, in the event an Issuing Lender shall have received any such notice, it shall have no obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied in its sole discretion that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower that it shall be in compliance with the preceding sentence this Section 2.04(a) and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] 3.02 after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable relevant Issuing Lender will also deliver to the Borrower and Administrative the Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Ugi Utilities Inc), Credit Agreement (Ugi Utilities Inc)
Issuance of Letters of Credit. The Borrower Each of the Borrowers may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “"Standby Letter of Credit”") on behalf or Commercial Letter of itself Credit (each a "Letter of Credit") which may be denominated in either Dollars or an Optional Currency for the account of itself, another Loan Party, or a Subsidiary of a Loan Party (whether or not any such Subsidiary is a 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 agreed to by the Issuing Lender, in advance of the proposed date of issuance. The Loan Parties shall authorize and direct the Issuing Lender to name a Borrower, a Loan Party or a Subsidiary of a Loan Party as the "Applicant" or "Account Party" of each Letter of Credit. Promptly after receipt of any letter of credit application, the 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 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 the Borrowerany 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 Article 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 2.8, the Issuing Lender or any of the Issuing Lender’s 's Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall shall: (A) have a maximum maturity of three (3) years from the date of issuance (provided that such Letter of Credit may include an automatic renewal provision which provides for an automatic renewal of such Letter of Credit for a period not longer than twelve (12) months from the date of issuance, months); and (B) in no event expire later than the date which is 364 days after the Expiration Date and provided further that in no event shall shall: (i) the Dollar Equivalent of the Letter of Credit Obligations exceed, at any one time, $20,000,000 30,000,000 (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 Borrowers for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that it they shall be in compliance with the preceding sentence and with Section 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 or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower Borrowers and Administrative Agent a true and complete copy of such Letter of Credit or amendment. All letters of credit which are identified on Schedule 2.8.1 hereto, which shall consist of all letters of credit outstanding on the Closing Date, shall be deemed to have been issued under this Agreement and shall constitute Letters of Credit, regardless of which Person is the applicant thereunder. Upon the request of Administrative Agent, (i) if any Issuing Lender has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an Letter of Credit Borrowing, or (ii) if, on the Expiration Date, any Letter of Credit Obligation for any reason remains outstanding, Borrower shall, in each case, immediately Cash Collateralize the then outstanding amount of all Letter of Credit Obligations. Borrower hereby grants to 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.
Appears in 3 contracts
Samples: Credit Agreement (Foster L B Co), Credit Agreement (Foster L B Co), Credit Agreement (Foster L B Co)
Issuance of Letters of Credit. The Any Revolver Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 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 11:00 a.m. at least five (5) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Revolver Lender, Administrative Agent or the Borrowerany 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 Revolver Lenders set forth in this Section 2.82.9, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 10,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request by the any Revolver Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower Revolver Borrowers that it they 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 or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to such Revolver Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding any other provision hereof, no Issuing Lender shall be required to issue any Letter of Credit, if any Revolver Lender is at such time a Defaulting Lender hereunder, unless such Issuing Lender has entered into satisfactory arrangements with the Revolver Borrowers or such Defaulting Lender to eliminate the Issuing Lender’s risk with respect to such Defaulting Lender (it being understood that the Issuing Lender would consider the Revolver Borrowers or the Defaulting Lender providing cash collateral to the Administrative Agent, for the benefit of the Issuing Lender, to secure the Defaulting Lender’s Ratable Share of the Letter of Credit, a satisfactory arrangement).
Appears in 3 contracts
Samples: Security Agreement (Armstrong Energy, Inc.), Security Agreement (Armstrong Resource Partners, L.P.), Credit Agreement (Armstrong Energy, Inc.)
Issuance of Letters of Credit. (a) The Borrower may at any time prior to the Letter of Credit Expiration Date request the issuance of a standby or trade letter of credit (each each, a “Letter of Credit”) on behalf ), for its own account or the account of itself or another Loan Partyany Restricted Subsidiary, or the amendment or extension of an existing Letter of Credit, by delivering or having such other Loan Party deliver transmitting by facsimile or email (in “pdf,” “tif” or similar format), to the an Issuing Lender selected by the Borrower (with a copy to the Administrative Agent) a completed application and agreement for letters 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 Restricted Subsidiary, also signed by such Restricted Subsidiary) and otherwise in such form as the 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 agreed to by the 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 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, the 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 application and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, 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 Credit may be issued in the terms and conditions hereof and in reliance on the agreements form of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Standby Letter of Credit or agree a Commercial Letter of Credit; provided that in no event shall Credit Suisse AG or Xxxxxxx Xxxxx Bank USA be required to such amendment or extensionissue any Commercial Letter of Credit. Letters of Credit shall be issued only in U.S. Dollars. For the avoidance of doubt, provided the Loan Parties acknowledge that each Letter of Credit shall (A) have a maximum maturity issued for the account of twelve (12) months from the date of issuance, and (B) in no event expire later Persons other than the Expiration Date Loan Parties shall constitute an Investment and provided further that Guaranty in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 an amount equal to the requested issuance, amendment or extension face amount of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit , without duplication, and shall be subject to 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 or amendmentlimitations set forth herein.
Appears in 3 contracts
Samples: Credit Agreement (CNX Resources Corp), Credit Agreement (CNX Resources Corp), Credit Agreement (CNX Resources Corp)
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrowerany 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 6 [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 2.82.9, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 5,000,000 (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 be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 6 [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 or any amendment to a Letter of Credit to 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 or amendment.
Appears in 3 contracts
Samples: Intercompany Subordination Agreement (Under Armour, Inc.), Intercompany Subordination Agreement (Under Armour, Inc.), Intercompany Subordination Agreement (Under Armour, Inc.)
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, 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 Subject to the terms and conditions hereof and set forth herein, (i) each L/C Issuer agrees, in reliance on upon the agreements of the other Revolving Facility Lenders set forth in this Section 2.82.05, (A) from time to time on any Business Day during the Issuing Lender or any of period from the Issuing Lender’s Affiliates will issue a Closing Date until the Letter of Credit Expiration Date, to issue Dollar Letters of Credit and Canadian Letters of Credit for the account, and upon the request, of the Canadian Borrower or agree to one or more of its Restricted Subsidiaries and in support of (x) trade obligations of the Canadian Borrower and/or its Restricted Subsidiaries, which shall be payable at sight in Dollars or Canadian Dollars, as applicable (each such amendment or extensionletter of credit, provided that each a “Trade Letter of Credit” and collectively, the “Trade Letters of Credit”) and (y) such other obligations of the Canadian Borrower incurred for its general corporate purposes (each such letter of credit, a “Standby Letter of Credit” and collectively, the “Standby Letters of Credit”), and to amend or extend Letters of Credit shall previously issued by it, in accordance with subsection (Ac) have a maximum maturity of twelve (12) months from the date of issuancebelow, and (B) to honor drawings under its Letters of Credit, and (ii) each Revolving Facility Lender severally agrees to participate in no event expire later than Letters of Credit issued for the Expiration Date account of the Canadian Borrower or its Restricted Subsidiaries and any drawing thereunder in accordance with the provisions of subsection (e) below; provided further that in no event shall that, immediately after each Letter of Credit is issued, (i) the Letter aggregate amount of Credit the L/C Obligations exceedshall not exceed the L/C Sublimit, at any one time, $20,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one timeCredit Exposure shall not exceed the Revolving Committed Amount and (iii) with respect to each individual Revolving Facility Lender, the aggregate outstanding principal amount of such Revolving Credit 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, issuance or amendment or extension of a Letter of Credit shall be deemed to 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 or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Canadian Borrower and Administrative Agent a true and complete copy such Restricted Subsidiary that the issuance or amendment of such Letter of Credit complies with the conditions set forth in clauses (i) and (ii) of the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Canadian Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Canadian Borrower may, during the period specified in clause (i)(A) above, obtain Letters of Credit to replace Letters of Credit that have expired or amendmentthat have been drawn upon and reimbursed.
Appears in 2 contracts
Samples: Credit Agreement (Telesat Holdings Inc.), Credit Agreement (Telesat Canada)
Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement and the other Loan Documents, including Section 4.2, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and in reliance on the agreements of the Revolving Lenders set forth in this Section 2.9, each Issuing Lender severally agrees to issue standby and commercial letters of credit (each, a “Letter of Credit”) for the account of the Borrower and, if applicable, any other Loan Party, on any Business Day from the Closing Date through but not including the Letter of Credit Expiration Date. The Borrower may at any time prior to the Letter of Credit Expiration Date request the issuance of a standby or trade letter of credit (each a “Letter of Credit”) on behalf of itself or another Loan Party, or the an amendment or extension of an existing a Letter of Credit, by delivering or having such other Loan Party deliver to the an 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 such Issuing Lender may specify from time to time (each a “Letter of Credit Request”) by no later than 10:00 11:00 a.m. at least five (5) Business Days, or such shorter period as may be agreed to by the an Issuing Lender, in advance of the proposed date of issuance, amendment or extension. Promptly after receipt of any letter Letter of credit applicationCredit Request, the 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 application Request and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the such Issuing Lender has received notice from any Lender, the Administrative Agent or the Borrowerany Loan Party, at least one day (1) Business 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] Article IV 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 2.8, the then such Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension; provided, provided that each Letter of Credit shall (A) have a maximum maturity of no more than twelve (12) months from the date of issuance; provided, that a Letter of Credit may contain renewal terms reasonably satisfactory to the Issuing Lender and (B) in no event expire later than the Letter of Credit Expiration Date and provided further that in Date. At no event time shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (exceed the “Letter of Credit Sublimit”) Sublimit or (ii) the Revolving Credit Facility Usage exceed, at any one time, exceed the Revolving Credit Commitments. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to 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] Article IV after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit 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. The Borrower unconditionally guarantees all obligations of any other Loan Party with respect to Letters of Credit issued by the Issuing Lender for the account of such Loan Party.
Appears in 2 contracts
Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/), Credit Agreement (Shenandoah Telecommunications Co/Va/)
Issuance of Letters of Credit. (a) The Borrower or any Loan Party may at any time prior to the Letter of Credit Expiration Date request the issuance of a standby or trade letter of credit (each each, a “Letter of Credit”) on behalf ), for its own account or the account of itself or another Loan PartyParty 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 the an Issuing Lender selected by the Borrower (with a copy to the Administrative Agent) a completed application and agreement for letters letter of credit, or request for such amendment or extension, as applicable, in such form as the 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 agreed to by the 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, the 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 application and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, 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 Credit may be issued in the terms and conditions hereof and in reliance on the agreements form of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Standby Letter of Credit or agree to such amendment or extensiona Commercial Letter of Credit. Letters of Credit shall be issued only in U.S. Dollars. For the avoidance of doubt, provided the Loan Parties acknowledge that each Letter of Credit shall (A) have a maximum maturity issued for the account of twelve (12) months from the date of issuance, and (B) in no event expire later Persons other than the Expiration Date and provided further that in no event shall Loan Parties (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request by even though the Borrower for the issuance, amendment or extension of is a Letter of Credit co-applicant thereon) shall be deemed to be a representation by the Borrower that it shall be constitute an Investment and Guaranty in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect an amount equal to the requested issuance, amendment or extension face amount of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit , without duplication, and shall be subject to 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 or amendmentlimitations set forth herein.
Appears in 2 contracts
Samples: Credit Agreement (CNX Resources Corp), Credit Agreement (CONSOL Energy Inc)
Issuance of Letters of Credit. The Borrower or any Loan Party may at any time prior to the Expiration Date request the issuance of a standby or 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 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 11:00 a.m. at least five (5) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, the Administrative Agent or the Borrowerany 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 2.82.9, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a the proposed Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 10,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the lesser of (a) Revolving Credit CommitmentsCommitments or (b) the Borrowing Base. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower that it they 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 or any amendment to a Letter of Credit 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.
Appears in 2 contracts
Samples: Intercreditor Agreement (Armstrong Coal Company, Inc.), Credit Agreement (Armstrong Energy, Inc.)
Issuance of Letters of Credit. The Borrower may at any time shall give the Administrative Agent not less than three Business Days prior to the Expiration Date written notice of a request for the issuance of a standby or 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 and the Administrative Agent shall promptly notify each Lender of such other Loan Party deliver request. Upon receipt of the Borrower's properly completed and duly executed Applications, and subject to the Issuing Lender (with a copy terms of such Applications and to the terms of this Agreement, including, without limitation, the satisfaction of the conditions set forth in Section 4.02 hereof, the Administrative AgentAgent agrees to issue Letters of Credit on behalf of the Borrower in an aggregate face amount not in excess of the Letter of Credit Commitment. No Letter of Credit shall have a maturity extending beyond the earliest of (i) a completed application and agreement for letters of creditthe Maturity Date, or request for such amendment or extension, as applicable, in such form as (ii) one year from the Issuing Lender may specify from time to time by no later than 10:00 a.m. at least five (5) Business Daysdate of its issuance, or (iii) such shorter period earlier date as may be agreed required to by enable the Issuing Lender, in advance Borrower to satisfy its repayment obligations under Section 2.06 hereof. Subject to such maturity limitations and so long as no Default or Event of Default has occurred and is continuing or would result from the proposed date renewal of issuance. Promptly after receipt of any letter of credit application, the 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 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 the Borrower, 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 the Letters of Credit] is not satisfiedCredit may be renewed by the Administrative Agent in its discretion. The Lenders shall participate ratably in any liability under the Letters of Credit (including, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8without limitation, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 Existing Letter of Credit. Promptly after its delivery ) and in any unpaid reimbursement obligations of the Borrower with respect to any Letter of Credit or any amendment to a Letter in their Revolver A 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 Revolver A Commitment available, so that at no time shall the sum of (i) all outstanding Revolver A Advances in the aggregate, plus (ii) all outstanding Swingline Advances in the aggregate, plus (iii) the aggregate face amount of all outstanding Letters of Credit, plus (iv) (without duplication) all outstanding reimbursement obligations related to Letters of Credit, exceed the beneficiary thereofRevolver A Commitment, and at no time shall the applicable Issuing sum of all Revolver A Advances by any Lender will also deliver made plus its ratable share of Swingline Advances and amounts available to be drawn under the Letters of Credit and the unpaid reimbursement obligations of the Borrower and Administrative Agent a true and complete copy in respect of such Letter Letters of Credit or amendmentexceed 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. 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 be Letters of Credit issued under this Agreement. The Borrower may request the Issuing Bank at any time prior to the Expiration Date request the issuance of a standby or 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 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 during the Commitment Period to issue, and subject to and upon all of the terms and conditions of this 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 issue, for the account of the Borrower and for the benefit of the holder(s) (or any trustee, agent or other representative of such holder(s)) of Letter of Credit Supportable Obligations, one or more irrevocable standby letters of credit in the form customarily used by no later than 10:00 a.m. at least five (5) Business Dayssuch Issuing Bank, or in such shorter period other form as may be agreed to has been approved by the Issuing LenderBank and the Administrative Agent, in advance of 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 writing) that the Administrative Agent has received a copy support of such Letter of Credit application and if notSupportable Obligations; provided, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, at least one day prior to the requested date of issuance, amendment or extension of the applicable Letter of Credithowever, 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that (a) each Letter of Credit by its terms shall terminate no later than three hundred sixty-six (A366) have a maximum maturity of twelve (12) months from days after the date of issuanceissuance (or the date of the most recent extension, and as the case may be), nor later than thirty (B30) days prior to the Maturity Date unless otherwise agreed to by the Lenders, (b) in no event expire later than shall any Letter of Credit be issued if the Expiration Date issuance thereof would cause the aggregate amount of the then outstanding Letter of Credit Liabilities to exceed the aggregate amount of the Letter of Credit Commitments then in effect, and provided further that (c) in no event shall any Letter of Credit be issued if the issuance thereof would cause the aggregate principal amount of Swingline Loans, Revolving Loans and Letter of Credit Liabilities then outstanding to exceed an amount equal to the lesser of (ix) the sum of the Revolving Credit Commitments and the Letter of Credit Obligations exceed, Commitments in effect at any one such time and (y) amount of the Borrowing Base in effect at such time, $20,000,000 (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 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 or any amendment to a Letter of Credit to 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 or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Cti Molecular Imaging Inc), Credit Agreement (Cti Inc /Tn)
Issuance of Letters of Credit. The Borrower or any Loan Party may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each each, a “Letter of Credit”) on behalf for its own account or the account of itself or another Loan PartyParty or any Subsidiary (in which case the Borrower and such Subsidiary shall be co-applicants with respect to such Letter of Credit), 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 and agreement for letters 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 three (53) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance. Letters of Credit may only be Standby Letters of Credit. The Borrower or any Loan Party shall authorize and direct the Issuing Lender to name the Borrower or any Loan Party as the “Applicant” or “Account Party” of each Letter of Credit, or in the case of a Letter of Credit issued for the account of any Subsidiary, to name the Borrower and such Subsidiary as “Co-Applicants” or “Co-Account Parties” for such Letter of Credit. Promptly after receipt of any letter of credit application, the 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 application and if not, such the Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 or any amendment to a Letter of Credit to 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 or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Factset Research Systems Inc), Credit Agreement (Factset Research Systems Inc)
Issuance of Letters of Credit. The Borrower Borrowers may at any time prior to the Expiration Date request the issuance of a standby Standby Letter of Credit or trade letter a Commercial Letter of credit Credit (each each, a “Letter of Credit”) on behalf of itself or or, with respect to the Domestic Borrowers only, 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. 1:00 p.m. at least five two (52) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such the Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrowerany 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 6 [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 2.82.9, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, ; provided that each Letter of Credit shall (A) 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 364 days after the Expiration Date Date; and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 50,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage of the Domestic Borrowers exceed, at any one time, the lesser of (a) the Revolving Credit Commitments, and (b) (i) until the occurrence of a Borrowing Base Trigger Event, the Simplified Borrowing Base of the Domestic Borrowers, or (ii) thereafter, the Borrowing Base, or (iii) the Revolving Facility Usage by the Canadian Borrower exceed, at any one time, the lesser of (a) the Canadian Commitments, and (b) (i) until the occurrence of a Borrowing Base Trigger Event, the Simplified Borrowing Base of the Canadian Borrower, or (ii) thereafter, the Canadian Borrowing Base. Each request by the Borrower Borrowers for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that it the Borrowers shall be in compliance with the preceding sentence and with Section 7 6 [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 or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower Borrowers and Administrative Agent a true and complete copy of such Letter of Credit or amendment. The Borrowers, the Administrative Agent, the Lenders and the Issuing Lender agree that the Existing Letters of Credit shall be deemed Letters of Credit hereunder as if issued by an Issuing Lender. If the Borrowers so request in any applicable application for a Letter of Credit, the Issuing Lender may, in its reasonable discretion, agree to issue a Standby 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 Standby 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 Standby Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrowers 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 authorized (but may not require) the Issuing Lender to permit the extension of such Standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration 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 Standby 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 (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 Borrowers that one or more of the applicable conditions specified in Section 6.2 [Each Loan or Letter of Credit] is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension. Notwithstanding any other provision hereof, the Issuing Lender shall not be required to issue any Letter of Credit, if (a) any Lender is at such time a Defaulting Lender or a Deteriorating Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrowers or such Defaulting Lender or Deteriorating Lender to eliminate the Issuing Lender’s risk with respect to such Defaulting Lender or Deteriorating Lender (it being understood that the Issuing Lender shall consider the Borrowers or such Defaulting Lender or Deteriorating Lender providing cash collateral to the Administrative Agent, for the benefit of the Issuing Lender, to secure such Defaulting Lender’s or Deteriorating Lender’s Ratable Share of the Letter of Credit, a satisfactory arrangement), or (b) any order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of Law) from any Official Body with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it.
Appears in 2 contracts
Samples: Joinder and Assumption Agreement (Retail Ventures Inc), Credit Agreement (DSW Inc.)
Issuance of Letters of Credit. The Borrower or any other Loan Party may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each each, a “Letter of Credit”) for its own account or the account of another Loan Party or on behalf of itself the Borrower and either an Excluded Subsidiary or another a Subsidiary of the Borrower which is not a Loan PartyParty (in which case the Borrower and such Excluded Subsidiaries or Subsidiary, as applicable, shall be co-applicants with respect to such Letter of Credit) 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 and agreement for letters 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. Eastern Time at least five (5) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance. Each Letter of Credit shall be a Standby Letter of Credit (and may not be a Commercial Letter of Credit). The Borrower or any Loan Party shall authorize and direct the Issuing Lender to name the Borrower or any Loan Party or any Subsidiary as the “Applicant” or “Account Party” of each Letter of Credit. Promptly after receipt of any letter of credit application, the 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 application and if not, such the Issuing Lender will provide the Administrative Agent with a copy thereof. Unless As of the Issuing Lender has received notice from any LenderFunding Date, Administrative Agent or each of the Borrower, at least one day prior Existing Letters of Credit (to the requested date extent then outstanding) shall constitute, for all purposes of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in Section 7 [Conditions of Lending this Agreement 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 2.8Loan Documents, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, issued and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 or any amendment to a Letter of Credit to 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 or amendmentoutstanding hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Cadre Holdings, Inc.), Credit Agreement (Cadre Holdings, Inc.)
Issuance of Letters of Credit. The Each Issuing Lender, the Lenders and the Borrower may agree that effective as of the Initial Funding Date, the Existing Letters of Credit shall be deemed to have 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 any time prior the written request of the Borrower given to the Expiration Date request applicable Issuing Lender and to the issuance of a standby or trade letter of credit Administrative Agent not later than (each a “Letter of Credit”i) 12:00 p.m. (Houston, Texas time) on behalf the third Business Day before the date of itself or another Loan Partythe proposed issuance, or the amendment amendment, or extension of an existing a Letter of CreditCredit denominated in a Foreign Currency and (ii) 12:00 p.m. (Houston, by delivering or having such other Loan Party deliver to Texas time) on the Issuing Lender second Business Day (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 later time and date as may be agreed to by among the Borrower, the applicable Issuing Lender, in advance Lender and the Administrative Agent) before the date of the proposed issuance, amendment, or extension of a Letter of Credit denominated in Dollars, 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 the applicable Letter of Credit), issue, increase, decrease, amend, or extend the expiration date of, Letters of issuanceCredit 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 any letter of credit applicationsuch request, the applicable Issuing Lender shall will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received a copy of such Letter of Credit application and request and, if not, such the applicable Issuing Lender will provide notify the Administrative Agent with a copy of the contents thereof. Unless 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, Administrative Agent or the Borrower, ) at least one day Business Day prior to the requested date of issuancethe proposed issuance or increase, amendment directing the applicable Issuing Lender not to issue or extension increase such Letter of Credit as a result 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, limitations set forth clause 2.13(b)(i) below then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 or any amendment to a Letter of Credit to the beneficiary thereofhereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy of issue or increase such Letter of Credit or amendmentas requested by the Borrower. Letters of Credit shall be denominated in any Agreed Currency.
Appears in 2 contracts
Samples: Credit Agreement (NOW Inc.), Credit Agreement (NOW Inc.)
Issuance of Letters of Credit. The 2.9.1.1 On the Closing Date, the outstanding Letters of Credit 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 be Letters of Credit issued hereunder for the account of the Borrower for all purposes of this Agreement and the other Loan Documents. In addition, subject to the terms and conditions of this Agreement, Borrower may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “Letter of Credit”) on behalf of itself or another Loan Party, Party or the amendment or extension of an existing Letter of Credit, any Affiliate thereof by delivering or having such other Loan Party or such Affiliate deliver to the an 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, credit and other Issuer Documents in such form as the such Issuing Lender may specify from time to time by no later than 10:00 a.m. 11:00 a.m., at least five three (53) Business Days, or such shorter period as may be agreed to by the such Issuing Lender, in advance of the proposed date of issuance. The Borrower shall be a co-applicant and 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 Standby Letter of Credit or a Commercial Letter of Credit. Letters of Credit shall only be issued in U.S. Dollars. For the avoidance of doubt, 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 co-applicant thereon) shall constitute an Investment and Guaranty, without duplication, and shall be subject to the limitations set forth herein. Promptly after receipt of any letter of credit application, the applicable 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 application and from the Borrower and, if not, such Issuing Lender will shall provide the Administrative Agent with a copy thereofof the application and all of the Issuer Documents. Unless the such Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrowerany Loan Party, at least one day (1) Business Day prior to the requested date of issuance, issuance or amendment or extension of the applicable Letter of Credit, that one or more applicable conditions contained in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is this Agreement shall not then be satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8, the such Issuing Lender or any of may issue the Issuing Lender’s Affiliates will issue a applicable Letter of Credit or agree to in accordance with its standard customs and practices and such amendment or extension, provided that each Letter of Credit shall (A) have constitute 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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” hereunder. Promptly after its delivery of any Letter of Credit to an advising bank with respect thereto or any amendment to a Letter of Credit 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 amendmentCredit.
Appears in 2 contracts
Samples: Credit Agreement (CONSOL Energy Inc), Joinder and Assumption Agreement (CONSOL Energy Inc)
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, 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 Subject to the terms and conditions hereof and hereof, the Company shall have the right, in reliance on addition to Revolving Credit Loans provided for in Section 2.1, to utilize the agreements Revolving Credit Commitments from time to time 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 other Lenders set forth Company by the Issuing Bank if the Company shall so request in this the notice referred to in Section 2.82.3(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 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 or shall be deemed, without further action by any of party hereto, to have purchased from the Issuing Bank, a participation, to the extent of such Lender’s Affiliates will issue a 's Revolving Credit Percentage, in such Letter of Credit or agree to such amendment or extension, provided that each and the related Letter of Credit Liabilities. No Letter of Credit issued pursuant to this Agreement shall (A) have a maximum maturity an expiry date beyond the earlier of twelve (12) months from one year after the date of issuance, and (B) in no event expire later than issuance or five days prior to the Expiration Date and provided further that in no event shall (i) Revolving Credit Maturity Date. Any Letter of Credit may give the beneficiary thereof either the right to draw upon the Letter of Credit Obligations exceed, at any upon its expiry date or the right to automatically extend the expiry date thereof for periods of up to one time, $20,000,000 (year per extension; PROVIDED that no such extension shall extend the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, expiry date beyond five days prior to the Revolving Credit Commitments. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to 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 or any amendment to a Letter of Credit to 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 or amendmentMaturity Date.
Appears in 2 contracts
Samples: Credit Agreement (Benchmark Electronics Inc), Credit Agreement (Benchmark Electronics Inc)
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, 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 Subject to the terms and conditions hereof hereof, 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 prior to the date which is thirty (30) days prior to the Revolving Credit Maturity Date by obtaining the issuance of Standby Letters of Credit for the account of Borrower by the Issuing Bank if Borrower shall so request in the notice referred to in Section 2.3(b)(i) (such letters of credit and any outstanding letters of credit issued under and pursuant to the Existing Credit Agreement being collectively referred to as the “Letters of Credit”); provided, however, that Borrower shall not be permitted to obtain the issuance of Letters of Credit hereunder at anytime in reliance on the agreements excess of the other Lenders set forth Availability at such time (calculated immediately prior to giving effect to the issuance of such Letters of Credit) and the aggregate of all Letter of Credit Liabilities at any one time outstanding shall not exceed $30,000,000. The Letters of Credit shall be denominated in Dollars and may be issued to support obligations of Borrower permitted pursuant to this Section 2.8Agreement. Upon the date 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 or shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation, to the extent of the Issuing such Lender’s Affiliates will issue a Revolving Credit Percentage, in the Letter of Credit or agree to such amendment or extension, provided that each and the related Letter of Credit Liabilities. No Letter of Credit issued pursuant to this Agreement shall (A) have a maximum maturity an expiry date of twelve (12) months from one year after the date of issuance, and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 or any amendment to a Letter of Credit to 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 or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Aventine Renewable Energy Holdings Inc), Credit Agreement (Aventine Renewable Energy Holdings Inc)
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 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 Bank shall from time to time by no later than 10:00 a.m. at least issue, upon five (5) Business DaysDays prior written notice, extend or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance. Promptly after receipt of any letter renew letters of credit application, for the Issuing Lender account of Borrower or its Subsidiaries; provided that (i) the aggregate face amount of Letters of Credit issued by Bank which are outstanding at any one time shall confirm with the Administrative Agent (by telephone or in writing) not exceed $2,000,000 at all times during which Borrower has elected that the Administrative Agent Borrowing Base to be determined using Borrowing Base Option A, $8,000,000 at all times during which Borrower has received a copy of such elected that the Borrowing Base to be determined using Borrowing Base Option B, $2,000,000 at all times during which Borrower has elected that the Borrowing Base to be determined using Borrowing Base Option AA and $8,000,000 at all times during which Borrower has elected that the Borrowing Base to be determined using Borrowing Base Option C (ii) Bank shall have no obligation to issue any Letter of Credit application and if notif, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, 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 2.8after giving effect thereto, the Issuing Lender or any principal amount of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, all Revolver Loans and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceedwould exceed the lesser of the Borrowing Base and the Revolver Commitment, at and (iii) all other conditions precedent to the issuance of each such Letter or Credit as set forth herein are satisfied or waived in writing by Bank. All payments made by Bank under any one timesuch Letters of Credit (whether or not Borrower is the account party) and all fees, $20,000,000 (commissions, discounts and other amounts owed or to be owed to Bank in connection therewith, shall be paid on demand, unless Borrower instructs Bank to make a Revolver Loan to pay such amount, Bank agrees to do so, and the “necessary amount remains available to be drawn as a Revolver Loan hereunder. All Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request Obligations shall be secured by the Collateral. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Bank may require. The form and substance of all Letters of Credit, including expiration dates, shall be subject to Bank’s approval, and Bank shall have no obligation to issue any Letter of Credit which has a maturity date later than ten (10) days prior to the Termination Date. Bank may charge certain fees or commissions for the issuance, amendment handling, renewal or extension of a Letter of Credit. Borrower unconditionally guarantees all obligations of any Subsidiary with respect to Letters of Credit shall be deemed issued by Bank for the account of such Subsidiary. Upon a Default, Borrower shall, on demand, deliver to be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions Bank good funds equal to 105% of Lending and Issuance of Bank’s maximum liability under all outstanding 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 or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower be held as cash Collateral for Borrower’s reimbursement obligations and Administrative Agent a true and complete copy of such Letter of Credit or amendmentother Obligations.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ic Isaacs & Co Inc), Loan and Security Agreement (Ic Isaacs & Co Inc)
Issuance of Letters of Credit. The Borrower may at any Subject to the terms and conditions hereof, 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 prior to the Expiration Date request Commitment Termination Date, Letters of Credit for the account of Borrower. The Letters of Credit shall have an expiration date not later than the earlier of (i) one year after the date of issuance or (ii) five Business Days prior to the Commitment Termination Date. The LC Obligations at any time outstanding shall not exceed the lesser of a standby (a) $50,000,000, or trade letter (b) the Aggregate Commitment less outstanding Revolving Loan Advances less outstanding Swingline Advances. The amount of credit (each a “any Letter of Credit”) on behalf Credit outstanding at any time for all purposes hereof shall be the maximum amount which could be drawn thereunder under any circumstances from and after the date of itself or another Loan Party, or the amendment or extension of an existing determination. Each Letter of Credit, by delivering or having such other Loan Party deliver Credit issued pursuant to this Agreement and each unreimbursed drawing thereunder shall count as usage of 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 agreed to Commitments by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy amount of such Letter of Credit application outstanding and if not, each unreimbursed drawing thereunder unless and until such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent Letter of Credit expires by its terms or otherwise terminates or the Borrower, at least one day prior amount of a drawing thereunder is reimbursed. Each such Letter of Credit shall be issued pursuant to a Letter of Credit Application and the Master Letter of Credit Agreement and shall conform to the requested date of issuance, amendment or extension general requirements of the applicable LC Issuer for the issuance of such credits, as to form and substance, shall be subject to the 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 one or more applicable conditions in Section 7 [Conditions a drawing under any Letter of Lending 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 shall promptly notify the Administrative Agent and Issuance the Lenders by 12:00 noon (Chicago time) that 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 Borrower arising out of any such 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 for draws under the Letters of Credit] Credit is not satisfiedreceived prior to the Commitment Termination Date), thenevidenced by the Revolving Credit Notes and for all purposes under, on and subject to the terms and conditions hereof 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 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 in reliance on the agreements of the other Lenders set forth in this Section 2.8, the Issuing Lender or Loan Documents shall supersede any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 terms of any Letter of Credit or any amendment to a Application, the 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 for draws under the Letters of Credit, each Lender severally agrees to make its portion of the Revolving Loan then being made by making available to the beneficiary thereofAdministrative Agent, by wire transfer to the Administrative Agent’s main office in Chicago, Illinois, the applicable Issuing Lender will also deliver amount to Borrower and be advanced by such Lender. By 2:30 P.M. (Chicago time) on such date, the Administrative Agent a true and complete copy of such Letter shall reimburse the LC Issuer, but only from funds received by the Administrative Agent, the amount paid on Letters of Credit or amendmentthat date, by wire transfer.
Appears in 2 contracts
Samples: Assignment Agreement (Vectren Corp), Credit Agreement (Vectren Corp)
Issuance of Letters of Credit. The Borrower Borrowers may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “Letter of Credit”) on behalf of itself either Borrower 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 agreed to by the Issuing Lender, in advance of the proposed date of issuance. Each Letter of Credit shall be either a Standby Letter of Credit or a Commercial Letter of Credit. Promptly after receipt of any letter Letter of credit Credit application, the 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 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 the Borrowerany 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 6 [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 2.82.10 [Letter of Credit Subfacility], the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit Credit, which may be denominated in either Dollars or an Optional Currency, or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Dollar Equivalent amount of Letter of Credit Obligations exceed, at any one time, Two Hundred Million and 00/100 Dollars ($20,000,000 200,000,000.00) (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 Borrowers for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that it they shall be in compliance with the preceding sentence and with Section 7 6 [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 or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower Borrowers and Administrative Agent a true and complete copy of such Letter of Credit or amendment. Each of the Existing Letters of Credit shall be deemed to have been issued hereunder on the Closing Date by PNC Bank as the Issuing Lender. Each of the Existing Letters of Credit shall be deemed to be a Letter of Credit for all purposes of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Allegheny Technologies Inc), Credit Agreement (Allegheny Technologies Inc)
Issuance of Letters of Credit. The Borrower may at any time prior (a) Subject to the Expiration Date limitations on Letters of Credit set forth in Section 2.1(b), the Borrower shall be entitled to request the issuance of a standby or trade letter Letters of credit Credit in Dollars from time to time from and including the first Business Day immediately succeeding the Closing Date to but excluding the date three (each a “Letter of Credit”3) on behalf of itself or another Business Days prior to the Revolving Loan Party, or the amendment or extension of an existing Letter of CreditCommitment Expiration Date, by delivering or having such other Loan Party deliver to giving the Issuing Lender Bank (with a copy to the Administrative Agent) a completed application and agreement for letters 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. Credit Request at least five three (53) Business Days, or such shorter period as may be agreed to by Days before the Issuing Lender, in advance of the proposed requested 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 writing) that the Administrative Agent has received a copy issuance of such Letter of Credit application and if not, such Issuing Lender will provide Administrative Agent with (which shall be a copy thereofBusiness Day). Unless Any Letter of Credit Request received by the Issuing Lender has Bank and the Agent later than 11:00 a.m., Los Angeles time, shall be deemed to have been received notice from any Lender, Administrative Agent or on the next Business Day. Each Letter of Credit Request shall be signed by a Responsible Officer of the Borrower, shall be irrevocable and shall be effective upon receipt by the Issuing Bank and the Agent. Provided that a valid Letter of Credit Request has been received by the Issuing Bank and the Agent and upon fulfillment of the other applicable conditions set forth in Section 4.2, the Issuing Bank will issue the requested Letter of Credit and will provide a copy thereof to the Agent. Each Letter of Credit shall have (i) drawing language acceptable to the Agent and (ii) an expiration date as set forth in the Letter of Credit Request; provided that no Letter of Credit shall in any event have an expiration date later than the earlier of (A) one year after the issuance thereof (or such longer period as the Agent and the Issuing Bank shall agree in their sole discretion); provided further that, the Issuing Bank that issued such Letter of Credit has the right (either on its own initiative or at least one day the direction of the Agent) not to extend such expiry date and to terminate such Letter of Credit on each such annual expiration date with the giving of notice and (B) two Business Days prior to the requested Revolving Loan Commitment Expiration Date. Notwithstanding the foregoing, a Letter of Credit may provide for automatic extensions of its expiry date of issuance, amendment for one or extension more successive one (1) year periods; provided that (A) no renewal term may extend the term of the applicable Letter of Credit to a date that is later than two (2) days prior to the Revolving Loan Commitment Expiration Date and (B) no such extension shall be permitted (and the Agent may notify the Issuing Bank not to so extend such Letter of Credit) if the Issuing Bank or the Agent has determined that such Letter of Credit would not be permitted in its revised (as extended) form under the terms hereof, or the Agent has determined that one or more of the applicable conditions specified 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 4 or in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a 2.19 for Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 or any amendment to a Letter of Credit to 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 or amendmentissuance is not then satisfied.
Appears in 2 contracts
Samples: Loan and Security Agreement (Freshpet, Inc.), Loan and Security Agreement (Freshpet, Inc.)
Issuance of Letters of Credit. The Borrower may at any time (a) Each Letter of Credit shall be issued upon notice, given not later than 11:00 a.m. (New York City time) on the fifth Business Day prior to the Expiration Date request date of the issuance proposed Issuance of such Letter of Credit (or 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 standby or trade letter Letter of credit Credit (each a “Letter Notice of CreditIssuance”) on behalf of itself or another Loan Partyshall be by telephone, confirmed promptly in writing, or by telecopier (or any other electronic means agreed to by the amendment or extension Agent), specifying therein (A) the requested date of an existing such Issuance (which shall be a Business Day), (B) the Available Amount of such Letter of Credit, by delivering or having (C) expiration date of such other Loan Party deliver to the Issuing Lender Letter of Credit (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 which shall not be later than 10:00 a.m. at least five (5) Business DaysDays before the Termination Date), or (D) the name and address of the beneficiary of such shorter period 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 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 to be agreed to by the Issuing Lenderamended, in advance of (B) the proposed date of issuanceamendment thereof (which shall be a Business Day), (C) the nature of the proposed amendment and (D) such other matters as Issuing Bank may require. Promptly after receipt of any letter of credit applicationAdditionally, the Company shall furnish to the Issuing Lender shall confirm with Bank and the Administrative Agent (by telephone such other documents and information pertaining to such requested Letter of Credit issuance or in writing) that amendment, as Issuing Bank or the Administrative Agent has received a copy may require. If the requested form of such Letter of Credit application is acceptable to Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and if notshall not include discretionary conditions), such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any LenderBank will, Administrative Agent or the Borrower, at least one day prior to the requested date of issuance, amendment or extension upon fulfillment 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 2.83.02, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a make such Letter of Credit available to the Company at its office referred to in Section 9.02 or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 be a representation by the Borrower that it shall be in compliance as otherwise agreed with the preceding sentence Company in connection with such Issuance. In the event 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 extent that the provisions of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereofAgreement shall conflict with this Agreement, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy provisions of such Letter of Credit or amendmentthis Agreement shall govern.
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. The Subject to the terms and conditions of this Agreement, and provided that no Default or Unmatured Default has occurred and is continuing and the Borrower may at any 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 prior to the Expiration Facility Termination Date request for the account of the Borrower; it being understood and agreed that subject to the other terms of this Agreement the Borrower may obtain for its account Letters of Credit on behalf of any of its Subsidiaries. Each Letter of Credit shall be issued for the purpose of securing the trade payables or other obligations of the Borrower or a Subsidiary or Affiliate of the Borrower and shall be in such form as shall be reasonably acceptable to 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 shall be reasonably satisfactory to such Issuer and its counsel. Each Issuer will immediately notify the Administrative Agent of the issuance of a standby or trade letter of credit (each a “Letter of Credit”) on behalf Credit by such Issuer and immediately provide a copy of itself or another Loan Party, or the amendment or extension of an existing each Letter of Credit, Credit issued by delivering or having such other Loan Party deliver Issuer to the Issuing Lender (with Administrative Agent; provided that the failure to so notify the Administrative Agent or so provide a copy to the Administrative Agent) a completed application 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 agreement for letters of creditconditions hereof, or upon the 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 agreed to by the Issuing Lender, in advance of the proposed 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. Promptly after receipt of any letter of credit application, the Issuing Lender currency (which may be U.S. Dollars, Canadian Dollars or Pounds Sterling) and the beneficiary of each Letter of Credit shall confirm with be as specified by the Borrower in a written Issuance Request delivered to the Administrative Agent and the applicable Issuer (by telephone messenger, mail or in writingelectronic transmission, including facsimile transmission) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, at least one day not less than two (2) Business Days prior to the requested date of issuance. Within ten (10) days after the beginning of each month, amendment or extension the Administrative Agent shall give each Lender written notice of the applicable Letter of Credit, that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of all Letters of Credit] is not satisfied, then, subject to Credit issued during the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter preceding month. The Letters of Credit shall (A) not have a maximum maturity of twelve (12) months from the an expiration date of issuance, and (B) in no event expire later than 5:00 p.m. (Chicago time) on the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 or any amendment to a Letter of Credit to 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 or amendmentTermination Date.
Appears in 2 contracts
Samples: Assignment Agreement (Dynegy Inc), Credit Agreement (Dynegy Inc)
Issuance of Letters of Credit. The (a) Borrower may at any from time prior to the Expiration Date time request the issuance of a standby or 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 to issue a copy Standby L/C or a Commer- cial L/C by delivering to the Administrative Agent) a completed application and agreement for letters of credit, Agent at its address specified in subsection 11.2 (or request for such amendment or extension, as applicable, in such form other location as the Issuing Lender may specify from time di- rect) a letter of credit application in the Issuing Lender's then customary form (the "L/C Application") completed to time by no later than 10:00 a.m. at least five (5) Business Days, or such shorter period as may be agreed to by the satisfaction of the Issuing Lender, in advance of together with 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 writing) that the Administrative Agent has received a copy form of such Letter of Credit application (which shall comply with the applicable requirements of paragraph (b) below) and if notsuch other certificates, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless documents and other papers and information as the Issuing Lender has received notice from may reasonably request; provided that if the Issuing Lender informs Borrower that it is for any Lender, Administrative Agent or the Borrower, at least one day prior reason unable to the requested date of issuance, amendment or extension of the applicable open such Letter of Credit, that one or more applicable conditions in Section 7 [Conditions Borrower may request any Lender to open such Letter of Lending and Issuance of Letters of Credit] is not satisfied, then, subject Credit upon the same terms offered to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8, the Issuing Lender or any and each reference to the Is- suing Lender for purposes of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extensionsubsections 3.5 through 3.13, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, 6.1 and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 6.2 shall be deemed to be a representation by the Borrower that it reference to such Issuing Lender. (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 compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect such form requested by Borrower as shall be acceptable to the requested issuanceIssuing Lender in its sole discretion and (ii) have an expiry date occurring not later than (a) 365 days, amendment in the case of a Standby L/C, or extension (b) 120 days, in the case of a Commercial L/C, after the date of issuance of such Letter of Credit. Promptly after , and, in the case of Standby L/Cs, may provide for the renewal thereof on its delivery of expiry date for an additional period equal to the initial term, but in no case shall any Letter of Credit or any amendment to a have an expiry date occur- ring later than the Revolving Credit Termination Date. Each L/C Applica- tion and each Letter of Credit shall be subject to the beneficiary thereofInternational 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) and, to the extent not inconsistent therewith, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy laws of such Letter the State of Credit or amendmentNew York. 3.6.
Appears in 2 contracts
Samples: Credit Agreement (Hollywood Entertainment Corp), Credit Agreement (Hollywood Entertainment Corp)
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, 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 Subject to the terms and conditions hereof and in reliance on the agreements hereof, each Revolving Fronting Bank agrees to issue letters of the other Lenders set forth in credit under this Section 2.8, 2.03(a) upon the Issuing Lender Borrower’s request and for the Borrower account or the account of any of the Issuing LenderBorrower’s Affiliates will issue a Letter of Subsidiaries, from time to time until the Revolving Credit or agree to such amendment or extensionLoan Termination Date; provided, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuancehowever, and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the aggregate Available Amount for all Revolving Letters of Credit exceed the Revolving Credit Loan Facility at such time and (ii) a Revolving Letter of Credit Obligations exceedbe issued with an Available Amount in excess of the Unused Revolving Credit Commitments of the Revolving Credit Loan Banks at such time. In addition, at and notwithstanding any one time, $20,000,000 (the “reference in any Existing Letter of Credit Sublimit”to the Former Bank Credit Agreement, on and as of the Effective Date, (x) 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 each Existing Letter of Credit shall be deemed to be a representation Revolving Letter of Credit and to have been issued on the Effective Date (by the Borrower Revolving Fronting Bank that it issued or was deemed to have issued such Existing Letter of Credit under the Former Bank Credit Agreement) pursuant to this Section 2.03(a), (y) participations in such Existing Letters of Credit held by the Revolving Credit Loan Banks under the Former Bank Credit Agreement shall be deemed to be cancelled and (z) the Revolving Credit Loan Banks under this Agreement shall be deemed to hold participations in such Existing Letters of Credit in the amount required so that the participations of such Revolving Credit Loan Banks shall be in compliance with proportion to their respective Revolving Credit Loan Commitments; provided, however, that nothing in this Section 2.03(a) shall extend, modify or otherwise affect 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 existing expiry date under any such Existing Letter of Credit. Promptly after Notwithstanding the foregoing, (x) each Revolving Credit Loan Bank that is a Revolving Fronting Bank, in its delivery of separate capacity as a Revolving Fronting Bank, shall only be obligated to issue at any Letter time Revolving Letters of Credit or having an aggregate face amount at any amendment time that is equal to a Letter the unused Revolving Credit Loan Commitment of such Revolving Credit Loan Bank at such time and (y) 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 beneficiary thereof, relevant Revolving Fronting Bank Agreement. Any “Revolving Letters of Credit” outstanding under the applicable Issuing Lender will also deliver to Borrower Existing Bank Credit Agreement on the Amendment and Administrative Agent a true and complete copy of such Letter Restatement Effective Date shall remain outstanding as Revolving Letters of Credit or amendmenthereunder.
Appears in 2 contracts
Samples: Reimbursement Agreement (Aes Corp), Reimbursement Agreement (Aes Corp)
Issuance of Letters of Credit. The Borrower or any other Loan Party may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each each, a “Letter of Credit”) for its own account or the account of another Loan Party or on behalf of itself the Borrower and either an Excluded Subsidiary or another a Subsidiary of the Borrower which is not a Loan PartyParty (in which case the Borrower and such Excluded Subsidiaries or Subsidiary, as applicable, shall be co-applicants with respect to such Letter of Credit) 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 applicable Issuing Lender (with a copy to the Administrative Agent) a completed application and agreement for letters letter of credit, or request for such amendment or extension, as applicable, in such form as the applicable Issuing Lender may specify from time to time by no later than 10:00 a.m. Eastern Time at least five (5) Business Days, or such shorter period as may be agreed to by the applicable Issuing Lender, in advance of the proposed date of issuance. Each Letter of Credit shall be a Standby Letter of Credit (and may not be a Commercial Letter of Credit). The Borrower or any Loan Party shall authorize and direct the applicable Issuing Lender to name the Borrower or any Loan Party or any Subsidiary as the “Applicant” or “Account Party” of each Letter of Credit. Promptly after receipt of any letter of credit application, the applicable 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 application and if not, such the applicable Issuing Lender will provide the Administrative Agent with a copy thereof. Unless As of the Issuing Lender has received notice from any LenderFunding Date, Administrative Agent or each of the Borrower, at least one day prior Existing Letters of Credit (to the requested date extent then outstanding) shall constitute, for all purposes of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in Section 7 [Conditions of Lending this Agreement 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 2.8Loan Documents, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, issued and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 or any amendment to a Letter of Credit to 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 or amendmentoutstanding hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Cadre Holdings, Inc.), Credit Agreement (Cadre Holdings, Inc.)
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, 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 Subject to the terms and conditions hereof and in reliance on the agreements hereof, each Revolving Fronting Bank agrees to issue letters of the other Lenders set forth in credit under this Section 2.8, 2.03(a) upon the Issuing Lender Borrower’s request and for the Borrower account or the account of any of the Issuing LenderBorrower’s Affiliates will issue a Letter of Subsidiaries, from time to time during the Revolving Credit or agree to such amendment or extensionPeriod; provided, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuancehowever, and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the aggregate Available Amount for all Revolving Letters of Credit exceed the Revolving Credit Loan Facility at such time and (ii) a Revolving Letter of Credit Obligations exceedbe issued with an Available Amount in excess of the Unused Revolving Credit Commitments of the Revolving Credit Loan Banks at such time. In addition, at and notwithstanding any one time, $20,000,000 (the “reference in any Existing Letter of Credit Sublimit”to the Former Bank Credit Agreement, on and as of the Effective Date, (x) 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 each Existing Letter of Credit shall be deemed to be a representation Revolving Letter of Credit and to have been issued on the Effective Date (by the Borrower Revolving Fronting Bank that it issued or was deemed to have issued such Existing Letter of Credit under the Former Bank Credit Agreement) pursuant to this Section 2.03(a), (y) participations in such Existing Letters of Credit held by the Revolving Credit Loan Banks under the Former Bank Credit Agreement shall be deemed to be cancelled and (z) the Revolving Credit Loan Banks under this Agreement shall be deemed to hold participations in such Existing Letters of Credit in the amount required so that the participations of such Revolving Credit Loan Banks shall be in compliance with proportion to their respective Revolving Credit Loan Commitments; provided, however, that nothing in this Section 2.03(a) shall extend, modify or otherwise affect 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 existing expiry date under any such Existing Letter of Credit. Promptly after Notwithstanding the foregoing, (x) each Revolving Credit Loan Bank that is a Revolving Fronting Bank, in its delivery of separate capacity as a Revolving Fronting Bank, shall only be obligated to issue at any Letter time Revolving Letters of Credit or having an aggregate face amount at any amendment time that is equal to a Letter the unused Revolving Credit Loan Commitment of such Revolving Credit Loan Bank at such time and (y) 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 beneficiary thereof, relevant Revolving Fronting Bank Agreement. Any “Revolving Letters of Credit” outstanding under the applicable Issuing Lender will also deliver to Borrower Existing Bank Credit Agreement on the Amendment and Administrative Agent a true and complete copy of such Letter Restatement Effective Date shall remain outstanding as Revolving Letters of Credit or amendment.hereunder. AES Fourth Amended and Restated Credit Agreement
Appears in 2 contracts
Samples: Collateral Trust Agreement (Aes Corp), Credit and Reimbursement Agreement (Aes Corp)
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “"Letter of Credit”") on behalf of itself or another Loan Partyits behalf, 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 three (53) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, 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 2.82.10, the Issuing Lender or any of the Issuing Lender’s 's Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 40,000,000 (the “"Letter of Credit Sublimit”") or (ii) the Revolving aggregate amount of outstanding Facility Usage A Loans, the Letter of Credit Obligations and the outstanding Swing Loans exceed, at any one time, the Revolving Credit Commitmentsaggregate Facility A Commitments of the Lenders. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to 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 or any amendment to a Letter of Credit to 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 or amendment. Notwithstanding any other provision hereof, no Issuing Lender shall be required to issue any Letter of Credit, if any Facility A Lender is at such time a Defaulting Lender hereunder, unless such Issuing Lender has entered into satisfactory arrangements with the Borrower or such Defaulting Lender to eliminate the Issuing Lender's risk with respect to such Defaulting Lender (it being understood that the Issuing Lender would consider the Borrower or the Defaulting Lender providing cash collateral to the Administrative Agent, for the benefit of the Issuing Lender, to secure the Defaulting Lender's Facility A Percentage of the Letter of Credit, a satisfactory arrangement).
Appears in 2 contracts
Samples: Assignment and Assumption Agreement (Ipalco Enterprises, Inc.), Assignment and Assumption Agreement (Ipalco Enterprises, Inc.)
Issuance of Letters of Credit. The Borrower may at any time prior Subject to the Expiration Date request the issuance terms and conditions of a standby or trade letter of credit (each a “Letter of Credit”) on behalf of itself or another Loan Partythis Agreement, 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 shall from time to time by no later issue, extend, or renew Letters of Credit for the account of Borrowers and their Subsidiaries; provided that (i) Borrower Agent shall have given Lender not less than 10:00 a.m. at least five (5) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance. Promptly after receipt of any letter of credit application, the Issuing ’ written notice thereof; (ii) 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 application and if not, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from have no obligation to issue any Lender, Administrative Agent or the Borrower, at least one day prior to the requested date of issuance, amendment or extension of the applicable Letter of Credit, that one if (A) doing so would cause (1) the Working Capital Obligations to exceed the lesser of the Borrowing Base and the Revolving Loan Commitment or more applicable (2) the LC Obligations to exceed $2,000,000 or (B) the expiration date of such requested Letter of Credit would occur after the date specified in clause (a) of the definition of Termination Date; and (iii) all other conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, then, subject precedent to the terms and conditions hereof and in reliance on the agreements issuance of the other Lenders each such Letter or Credit set forth in this Section 2.8, the Issuing Agreement shall have been satisfied or waived in writing by Lender. All payments made by Lender or under any of the Issuing Lender’s Affiliates will issue a Letter of Credit (whether or agree not a Borrower is the account party) and all fees, commissions, discounts, and other amounts owed or to be owed to Lender in connection therewith, shall be paid ON DEMAND, unless (x) Borrower Agent instructs Lender to make a Revolving Loan to pay such amendment or extensionamount, provided that each Letter (y) Lender agrees to do so, and (z) sufficient Excess Availability exists to make such Revolving Loan. All LC Obligations shall be secured by the Collateral. Borrower Agent shall complete and sign such applications and supplemental agreements and provide such other documentation as Lender may require in respect to the issuance and administration of the Letters of Credit. The form and substance of all Letters of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (the “Letter of Credit Sublimit”) be subject to Lender’s approval. Lender may charge certain fees or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request by the Borrower commissions for the issuance, amendment handling, renewal or extension of a Letter of Credit, in addition to the fees payable pursuant to Section 2.11. Each Borrower unconditionally guarantees the payment and performance of all obligations of any Subsidiary with respect to Letters of Credit issued for the account of such Subsidiary. Upon Lender’s request during the existence of an Event of Default, Borrowers shall be deemed immediately deliver to be a representation by Lender immediately available funds in an amount equal to 105% of the Borrower that it LC Obligations, which Lender shall be in compliance with hold as cash collateral for the preceding sentence and with Section 7 [Conditions payment of Lending and Issuance of Obligations related to the 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 or any amendment to a Letter of Credit to 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 or amendment.
Appears in 2 contracts
Samples: Loan and Security Agreement (Dreams Inc), Loan and Security Agreement (Dreams Inc)
Issuance of Letters of Credit. The Borrower may at any time prior (a) Upon the request of the Borrowers, and subject to the Expiration Date request conditions set forth in Article V hereof and such other conditions to the issuance opening of a standby or trade letter letters 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 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 Agent requires of its customers generally, the Agent shall from time to time by no later than 10:00 a.m. at least five (5) Business Days, open documentary or such shorter period as may be agreed to by standby letters of credit for the Issuing Lender, in advance account of the proposed date Borrowers (each, a "Domestic Letter of issuance. Promptly after receipt Credit" and collectively, the "Domestic Letters of Credit") the aggregate undrawn amount of all outstanding Domestic Letters of Credit not at any letter time to exceed $15,000,000 (or a sublimit of $2,000,000 in the case of Domestic Letters of Credit which are standbys) less the then outstanding face amount of letters of credit applicationfor the account of the Canadian Borrower for which The Chase Manhattan Bank of Canada is or could be liable under the Lender's Letters of Guarantee (as that term is defined in the Canadian Credit Agreement); provided, the Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) however, that the Administrative Borrowers may not request the Agent has received to open a copy of such Domestic Letter of Credit application and if not, after giving effect thereto (measured by the face amount of such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, at least one day prior to the requested date of issuance, amendment or extension of the applicable Domestic Letter of Credit, that one or more applicable conditions in Section 7 [Conditions ) Availability would be less than zero. The issuance 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 Domestic Letter of Credit shall be deemed made on at least three Business Days' prior written notice from the Borrowers to be a representation by the Borrower that it Agent, at its Domestic Lending Office, which written notice 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 an application for a Domestic Letter of Credit or any amendment on the Agent's customary form completed to a the satisfaction of the Agent, together with the proposed form of the Domestic Letter of Credit (which shall be satisfactory to the beneficiary thereofAgent) and such other certificates, documents and other papers and information as the applicable Issuing Lender will also deliver Agent may reasonably request. The Agent shall not at any time be obligated to Borrower and Administrative Agent a true and complete copy of such issue any Domestic Letter of Credit if such issuance would conflict with, or amendmentcause the Agent or any Lender to exceed any limits imposed by, any applicable requirements of law. The expiration date of any documentary Domestic Letter of Credit shall not be later than 120 days from the date of issuance thereof and any standby Domestic Letter of Credit shall not be later than one year from the date of issuance thereof (or succeeding anniversaries if renewable for additional terms), and, in any event, no Domestic Letter of Credit shall have an expiration date later than thirty days prior to the Revolving Credit Termination Date. The Domestic Letters of Credit shall be issued with respect of transactions occurring in the ordinary course of business of the Borrowers or any of their subsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (SLM International Inc /De), Credit Agreement (SLM International Inc /De)
Issuance of Letters of Credit. The On the Closing Date, the outstanding letters of credit previously 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 be Letters of 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 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 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrowerany 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 2.82.9, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 30,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit CommitmentsCommitments minus the Blocked Amount. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to 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 or any amendment to a Letter of Credit to 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 or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Hallador Energy Co), Credit Agreement (Hallador Energy Co)
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, 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 Subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceedAgreement, at any one time, $20,000,000 time and from time to time from the Closing Date through the day that is thirty (the “Letter of Credit Sublimit”30) or (ii) the Revolving Facility Usage exceed, at any one time, days prior to the Revolving Credit Commitments. Each Maturity Date, Agent shall issue such Letters of Credit as Borrower may request by upon the Borrower for the issuance, amendment or extension delivery of a Letter of Credit Request to Agent, provided that (i) no Default or Event of Default shall have occurred and be deemed to 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 issuancecontinuing, amendment or extension (ii) upon issuance of such Letter of Credit. Promptly after its delivery , the Outstanding 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), (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 any amendment to a other amount. Each Letter of Credit shall be issued pursuant to a Reimbursement Agreement; provided that to the beneficiary thereofextent any of the terms of the Reimbursement Agreement are contrary to the terms of this Agreement, the applicable Issuing terms of this Agreement shall control. Each Revolving Lender will also deliver acknowledges and agrees that, if and to Borrower and Administrative the extent Agent a true and complete copy agrees to reimburse or otherwise indemnify the issuer of such any Prior Letter of Credit for draws thereunder or amendmentother obligations of a Loan Party arising in connection therewith, such Revolving Lender shall be deemed to have 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 (if any). The Outstanding amount under any Letter of Credit shall reduce on a dollar for dollar basis the amount available to be drawn under the Revolving 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) The Borrower may at any time prior to the Letter of Credit Expiration Date request the issuance of a standby or trade letter of credit (each each, a “Letter of Credit”) on behalf ), for its own account or the account of itself or another Loan Partyany Restricted Subsidiary, or the amendment or extension of an existing Letter of Credit, by delivering or having such other Loan Party deliver transmitting by facsimile or email (in “pdf,” “tif” or similar format), to the an Issuing Lender selected by the Borrower (with a copy to the Administrative Agent) a completed application and agreement for letters letter of credit, or request for such amendment or extension, as applicable, signed by the Borrower (or the Midstream GP Entity, 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 the 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 agreed to by the 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 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, the 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 application and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, 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 Credit may be issued in the terms and conditions hereof and in reliance on the agreements form of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Standby Letter of Credit or agree a Commercial Letter of Credit; provided that in no event shall Credit Suisse AG or Xxxxxxx Xxxxx Bank USA be required to such amendment or extensionissue any Commercial Letter of Credit. Letters of Credit shall be issued only in U.S. Dollars. For the avoidance of doubt, provided the Loan Parties acknowledge that each Letter of Credit shall (A) have a maximum maturity issued for the account of twelve (12) months from the date of issuance, and (B) in no event expire later Persons other than the Expiration Date Loan Parties shall constitute an Investment and provided further that Guaranty in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 an amount equal to the requested issuance, amendment or extension face amount of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit , without duplication, and shall be subject to 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 or amendmentlimitations set forth herein.
Appears in 2 contracts
Samples: Credit Agreement (CNX Midstream Partners LP), Credit Agreement (CNX Midstream Partners LP)
Issuance of Letters of Credit. The Borrower or any Loan Party may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit in Dollars (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 three (53) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, the Administrative Agent or the Borrowerany 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 Article 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a the proposed Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire later than ten (10) Business Days prior to the Expiration Date (unless such letter of credit is secured by cash collateral delivered to the Administrative Agent in an amount equal to 105% of the maximum amount available to be drawn under such letter of credit and provided further under terms and conditions and with documentation acceptable to the Administrative Agent and providing that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 5,000,000 (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 be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 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 or any amendment to a Letter of Credit 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. The Letters of Credit identified on Schedule 2.8.1 that were issued under the Existing Credit Agreement remain outstanding and, on the Closing Date, will constitute all outstanding Letters of Credit under this Agreement as of such date.
Appears in 2 contracts
Samples: Continuing Agreement (Ii-Vi Inc), Credit Agreement (Ii-Vi Inc)
Issuance of Letters of Credit. The Each Issuing Lender, the Lenders and the Borrower may agree that effective as of the Closing Date, the Existing Letters of Credit shall be deemed to have 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 any time prior the written request of the Borrower given to the Expiration Date request applicable Issuing Lender and to the issuance of a standby or trade letter of credit Administrative Agent not later than (each a “Letter of Credit”i) 12:00 p.m. (Houston, Texas time) on behalf the third Business Day before the date of itself or another Loan Partythe proposed issuance, or the amendment amendment, or extension of an existing a Letter of CreditCredit denominated in a Foreign Currency and (ii) 12:00 p.m. (Houston, by delivering or having such other Loan Party deliver to Texas time) on the Issuing Lender second Business Day (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 later time and date as may be agreed to by among the Borrower, the applicable Issuing Lender, in advance Lender and the Administrative Agent) before the date of the proposed issuance, amendment, or extension of a Letter of Credit denominated in Dollars, 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 the applicable Letter of Credit), issue, increase, decrease, amend, or extend the expiration date of, Letters of issuanceCredit 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 any letter of credit applicationsuch request, the applicable Issuing Lender shall will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received a copy of such Letter of Credit application and request and, if not, such the applicable Issuing Lender will provide notify the Administrative Agent with a copy of the contents thereof. Unless 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, Administrative Agent or the Borrower, ) at least one day Business Day prior to the requested date of issuancethe proposed issuance or increase, amendment directing the applicable Issuing Lender not to issue or extension increase such Letter of Credit as a result 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, limitations set forth clause 2.13(b)(i) below then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 or any amendment to a Letter of Credit to the beneficiary thereofhereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy of issue or increase such Letter of Credit or amendmentas requested by the Borrower. Letters of Credit shall be denominated in any Agreed Currency.
Appears in 2 contracts
Samples: Assignment and Assumption (National Oilwell Varco Inc), Year Credit Agreement (National Oilwell Varco Inc)
Issuance of Letters of Credit. The (i) A Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 shall deliver to the applicable Issuing Lender (with a copy to the Administrative Agent) a completed application Bank 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy manner specified in Section 14.08 a signed Notice of such Letter of Credit application and if notIssuance not later than 11:00 a.m. (New York or London time, such Issuing Lender will provide Administrative Agent as applicable with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, at least one day prior respect 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit issued under the Domestic Facility or agree to such amendment or extensionthe Multicurrency Facility, provided that each Letter of Credit shall (Arespectively) have a maximum maturity of twelve (12) months from on the third Business Day preceding the requested date of issuance, and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 Issuance of a Letter of Credit hereunder, or such shorter notice as may be acceptable to such Issuing Bank and the Administrative Agent. Such notice shall be irrevocable. In the case of a Notice of Letter of Credit Issuance requesting the Issuance of a Letter of Credit denominated in any Specified Foreign Currency, the relevant Multicurrency Borrower shall request, within one-half hour prior to the issuance of such Notice of Letter of Credit Issuance, the advice of the Administrative Agent as to the Dollar Equivalent of the face amount of the requested Letter of Credit, and such Multicurrency Borrower shall specify such amount in such Notice of Letter of Credit Issuance; provided that such advice shall not be deemed to be a representation by prediction or guaranty of 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 Dollar Equivalent of such amount after the Notice of Letter of Credit. Promptly after its delivery of Credit Issuance is submitted and shall in no way limit the Borrowers’ Obligations under this Agreement or, if applicable, any Letter of Credit or any amendment Reimbursement Agreement due to fluctuations in the applicable Specified Foreign Currency; provided, further, that if the relevant Multicurrency Borrower requests such advice from the Administrative Agent within one-half hour prior to the time that a Notice of Letter of Credit Issuance is required to be delivered hereunder and the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy of does not provide such Letter of Credit or amendmentadvice prior to such time, such required delivery time shall be extended until the Administrative Agent provides such advice.
Appears in 2 contracts
Samples: Credit Agreement (Nacco Industries Inc), Credit Agreement (NMHG Holding Co)
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “Letter of Credit”) which may be denominated in either Dollars or an Optional Currency 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 Letters of creditCredit, 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 agreed to by the Issuing Lender, in advance of the proposed date of issuance. The letters of credit issued prior to, and outstanding on, the Closing Date as identified on Schedule 2.8 attached hereto are deemed to be Letters of Credit hereunder. Promptly after receipt of any letter Letter of credit Credit application, the 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 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 the Borrowerany 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 6 [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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire later than five (5) Business Days prior to the Expiration Date and provided further that in no event shall (i) the Dollar Equivalent amount of the Letter of Credit Obligations exceed, at any one time, $20,000,000 30,000,000.00 (the “Letter of Credit Sublimit”) or (ii) the Dollar Equivalent amount of 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 be a representation by the Borrower that it shall be is in compliance with the preceding sentence and with Section 7 6 [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 The Revolving Credit Commitments shall be available for the issuance of stand-by, documentary and commercial letters of credit. Notwithstanding any other provision hereof, no Issuing Lender shall be required to issue any Letter of Credit Credit, if any Lender is at such time a Non-Complying Lender hereunder, unless such Issuing Lender has entered into satisfactory arrangements with the Borrower or any amendment such Non-Complying Lender to a eliminate the Issuing Lender’s risk with respect to such Non-Complying Lender (it being understood that the Issuing Lender would consider the Borrower providing cash collateral to the Administrative Agent, for the benefit of the Issuing Lender, to secure the Non-Complying Lender’s Ratable Share of the Letter of Credit to 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 or amendmentsatisfactory arrangement).
Appears in 2 contracts
Samples: Credit Agreement (Gsi Commerce Inc), Credit Agreement (Gsi Commerce Inc)
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or trade letter letters of credit (each each, a “Letter of Credit”) on behalf of itself or another Loan Partyitself, or the amendment or extension of an existing Letter of Credit, by delivering or having such other Loan Party deliver to the an 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 such Issuing Lender may specify from time to time by no later than 10:00 a.m. at least five three (53) Business Days, or such shorter period as may be agreed to by the such Issuing Lender, in advance of the proposed date of issuance. Each Letter of Credit shall be a Standby Letter of Credit (and may not be a Commercial Letter of Credit). Promptly after receipt of any letter Letter of credit Credit application, the applicable 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 application and if not, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the applicable Issuing Lender has received notice from any Lender, the Administrative Agent or the Borrower, at least one (1) 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 6 [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 2.82.9 [Letter of Credit Subfacility], the such Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire later than seven (7) days prior to the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, Twenty-Five Million and 00/100 Dollars ($20,000,000 25,000,000.00) (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 be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 6 [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 or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment. The Existing Letters of Credit remain outstanding and, on the Closing Date, will constitute all outstanding Letters of Credit under this Agreement as of such date.
Appears in 2 contracts
Samples: Credit Agreement (Erie Indemnity Co), Credit Agreement (Erie Indemnity Co)
Issuance of Letters of Credit. The Each Issuing Lender, the Lenders and the Borrower may agree that effective as of the Closing Date, any Existing Letters of Credit shall be deemed to have 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 any time prior the written request of the Borrower given to the Expiration Date request applicable Issuing Lender and to the issuance of a standby or trade letter of credit Administrative Agent not later than (each a “Letter of Credit”i) 12:00 p.m. (Houston, Texas time) on behalf the third Business Day before the date of itself or another Loan Partythe proposed issuance, or the amendment amendment, or extension of an existing a Letter of CreditCredit denominated in a Foreign Currency and (ii) 12:00 p.m. (Houston, by delivering or having such other Loan Party deliver to Texas time) on the Issuing Lender second Business Day (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 later time and date as may be agreed to by among the Borrower, the applicable Issuing Lender, in advance Lender and the Administrative Agent) before the date of the proposed issuance, amendment, or extension of a Letter of Credit denominated in Dollars, 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 the applicable Letter of Credit), issue, increase, decrease, amend, or extend the expiration date of, Letters of issuanceCredit 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 any letter of credit applicationsuch request, the applicable Issuing Lender shall will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received a copy of such Letter of Credit application and request and, if not, such the applicable Issuing Lender will provide notify the Administrative Agent with a copy of the contents thereof. Unless 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, Administrative Agent or the Borrower, ) at least one day Business Day prior to the requested date of issuancethe proposed issuance or increase, amendment directing the applicable Issuing Lender not to issue or extension increase such Letter of Credit as a result 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, limitations set forth clause 2.13(b)(i) below then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 or any amendment to a Letter of Credit to the beneficiary thereofhereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy of issue or increase such Letter of Credit or amendmentas requested by the Borrower. Letters of Credit shall be denominated in any Agreed Currency.
Appears in 2 contracts
Samples: Year Credit Agreement (NOV Inc.), Credit Agreement (National Oilwell Varco Inc)
Issuance of Letters of Credit. The (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the applicable Borrower may at any time prior delivered to the Expiration Date request the issuance of a standby or trade letter of credit (each a “applicable 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 Credit Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed application and agreement for letters signed by a Responsible Officer of credit, or request for such amendment or extension, as applicable, in such form as the Issuing Lender may specify from time to time Borrower. Such Letter of Credit Application must be received by no later than 10:00 a.m. at least five (5) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit application Issuer and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Unless not later than 11:00 a.m. at least two Business Days (or such later date and time as the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, at least one day and such Letter of Credit Issuer may agree in a particular instance in their sole discretion) prior to the requested proposed issuance date or date of issuanceamendment, amendment or extension as the case may be. In the case of the applicable a request for an initial issuance of a 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a such Letter of Credit or agree Application shall specify in form and detail satisfactory to such amendment or extension, provided that each Letter of Credit shall Issuer: (A) have a maximum maturity of twelve (12) months from the proposed issuance date of issuance, and the requested Letter of Credit (which 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 no event expire later than case of any drawing thereunder; (F) the Expiration Date full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and provided further that 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, such Letter of Credit Application shall specify in no event shall form and detail satisfactory to such Letter of Credit Issuer (i1) the Letter of Credit Obligations exceed, at any one time, $20,000,000 to be amended; (the “Letter of Credit Sublimit”) or (ii2) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request by the Borrower for the issuance, proposed date of amendment or extension of a Letter of Credit thereof (which shall be deemed to be a representation by Business Day); (3) the Borrower that it shall be in compliance with nature of the preceding sentence proposed amendment; and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the requested issuance, amendment or extension of (4) such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy of other matters as such Letter of Credit Issuer may reasonably require. Additionally, 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.
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. The Borrower may at any time prior to the Expiration Date request the issuance of a trade, commercial or standby or 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 copy to the Administrative Agent) a completed application and agreement for letters a Letter of creditCredit, 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 agreed to by the Issuing Lender, in advance of the proposed date of issuance. Promptly after receipt of any letter Letter of credit Credit application, the 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 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 the Borrowerany Loan Party, at least one (1) 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 6 [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 2.82.9, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, ; provided that each Letter of Credit shall (A) be issued in U.S. Dollars, (B) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein, (C) have a maximum maturity of an expiry date not later than (a) twelve (12) months from the after such Letter of Credit’s date of issuance, issuance and (Bb) in no event expire later than the Expiration Date Date, and (D) with respect to each Letter of Credit that is a trade or commercial Letter of Credit, all time usance drafts drawn under such trade or commercial Letter of Credit must have a maturity date that is not later than the Expiration Date; and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 5,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. With respect to trade or commercial Letters of Credit, the Borrower shall pay, in lieu of the fronting fee due to the Issuing Lender with respect to standby Letters of Credit, fees to be negotiated between the Borrower and the Issuing Lender. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 6 [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 or any amendment to a Letter of Credit to 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 or amendment.
Appears in 2 contracts
Samples: Joinder and Assumption Agreement (Under Armour, Inc.), Credit Agreement (Under Armour, Inc.)
Issuance of Letters of Credit. The Borrower may at any time shall give the Administrative Lender not less than five Business Days prior to the Expiration Date written notice of a request for the issuance of a standby or 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 and the Administrative Lender shall promptly notify each Lender of such other Loan Party deliver request. Upon receipt of the Borrower's properly completed and duly executed Applications, and subject to the Issuing Lender (with a copy terms of such Applications and to the terms of this Agreement, the Administrative AgentLender agrees to issue Letters of Credit on behalf of the Borrower in an aggregate face amount not in excess of the lesser of (a) Letter of Credit Commitment and (b) the remainder of the Commitment minus the sum of all outstanding Revolving Advances plus the aggregate face amount of all outstanding Letters of Credit. No Letter of Credit shall have a completed application and agreement for letters maturity extending beyond the earliest of credit(i) the Maturity Date, or request for such amendment or extension, as applicable, in such form as (ii) one year from the Issuing Lender may specify from time to time by no later than 10:00 a.m. at least five (5) Business Daysdate of its issuance, or (iii) such shorter period earlier date as may be agreed required to by enable the Issuing Lender, in advance Borrower to satisfy its repayment obligations under Section 2.06 hereof. Subject to such maturity limitations and so long as no Default or Event of Default has occurred and is continuing or would result from the proposed date renewal of issuance. Promptly after receipt of any letter of credit application, the 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 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 the Borrower, 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 the Letters of Credit] is not satisfied, then, subject to Credit may be renewed by the terms and conditions hereof Administrative Lender in its discretion. The Lenders shall participate ratably in any liability under the Letters of Credit and in reliance on the agreements any unpaid reimbursement obligations of the other Lenders set forth in this Section 2.8, the Issuing Lender or Borrower with respect to any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to in their Specified Percentages. The amount of the Letters of Credit issued and outstanding and the unpaid reimbursement obligations of the Borrower for such amendment or extension, provided that each Letter Letters of Credit shall (A) have a maximum maturity reduce the amount of twelve (12) months from Commitment available, so that at no time shall the date sum of issuance, and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) all outstanding Revolving Advances in the Letter of Credit Obligations exceedaggregate, at any one time, $20,000,000 (the “Letter of Credit Sublimit”) or plus (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 aggregate face amount of a Letter of Credit shall be deemed to 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 all outstanding Letters of Credit] after giving effect , plus (iii) (without duplication) all outstanding reimbursement obligations related to Letters of Credit, exceed the requested issuanceCommitment, amendment or extension and at no time shall the sum of all Revolving Advances by any Lender made 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 Letter of Credit. Promptly after its delivery of any Letter Letters of Credit or any amendment to a Letter exceed its Specified Percentage of Credit to 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 or amendmentCommitment.
Appears in 2 contracts
Samples: Credit Agreement (Itc Deltacom Inc), Credit Agreement (Itc Deltacom Inc)
Issuance of Letters of Credit. The Borrower may at any from time prior to time request that the Fronting Bank issue or amend a Letter of Credit by delivering to the Expiration Date Fronting Bank and the Administrative Agent a request substantially in the issuance form of a standby or trade letter of credit Exhibit E (each a “Letter of CreditCredit Request”) on behalf and such other certificates, documents and other papers and information as the Fronting Bank may reasonably request. Upon receipt of itself or another Loan Party, or the amendment or extension of an existing a Letter of CreditCredit Request, by delivering or having 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 the Letter of Credit requested thereby (but in no event shall the Fronting Bank be required to issue any Letter of Credit earlier than two (2) Business Days after its receipt of the Letter of Credit Request therefor and all such other Loan Party deliver 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) by issuing the original of such Letter of Credit to the Issuing Lender (with a copy to the Administrative Agent) a completed application and agreement for letters of credit, beneficiary thereof 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 otherwise may be agreed to by the Issuing Lender, in advance of Fronting Bank and the proposed date of issuanceBorrower. Promptly after receipt the issuance or amendment of any letter a Letter of credit applicationCredit, the Issuing Lender Fronting Bank shall confirm with notify the Borrower and the Administrative Agent (by telephone or Agent, in writing) that the Administrative Agent has received , of such issuance or amendment and such notice shall be accompanied by a copy of such Letter of Credit application and if notor amendment. Upon receipt of such notice, such Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any shall promptly notify each Lender, Administrative Agent or the Borrowerin writing, 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a such Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have and if so requested by 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one timeLender, the Revolving Credit Commitments. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to 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 or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent shall furnish such Lender with a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)
Issuance of Letters of Credit. The (a) From and after the date hereof to but excluding the Letter of Credit Availability Termination Date, the Issuer agrees, upon the terms and conditions set forth in this Agreement, to issue at the request and for the account of the Borrower, one or more Letters of Credit for the account of the Borrower may (x) to support the obligations of Wholly-Owned Subsidiaries of the Borrower with respect to specific syndicates at any time prior to the Expiration Date request Society of Lloyd’s (the issuance Letters of a standby or trade letter of credit Credit issued under this clause (each a x) being called the “Letter Lloyd’s Letters 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 and (y) to support 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extensionobligations, provided that each Letter the aggregate face amount of all outstanding Letters of Credit shall Obligations with respect to this clause (y) does not at any time exceed the lesser of (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 in no event shall (i) the Letter of Credit Obligations exceedCommitment and (B) $5,000,000; provided, at however, that the Issuer shall not be under any one timeobligation to issue, $20,000,000 (the “and shall not issue, any Letter of Credit Sublimit”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 Issuer from issuing such Letter of 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 shall prohibit, or request that the Issuer refrain from, the issuance of Letters of Credit in particular or shall impose upon the Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which the 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 the date of this Agreement and which the Issuer in good xxxxx xxxxx material to it; (ii) one or more of the Revolving Facility Usage exceed, at any one timeconditions to such issuance contained in Section 5.2 is not then satisfied; or (iii) after giving effect to such issuance, the Revolving aggregate outstanding amount of the Letter of Credit CommitmentsObligations would exceed the Letter of Credit Commitment. Each request by the Borrower for the issuance, amendment or extension of a Letter Letters of Credit shall be deemed to be a representation by denominated, at the Borrower that it shall be Borrower’s option, 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 either Dollars or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to 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 or amendmentPounds.
Appears in 2 contracts
Samples: Assignment Agreement (Navigators Group Inc), Assignment Agreement (Navigators Group Inc)
Issuance of Letters of Credit. The Borrower Borrowers may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (a “Standby Letter of Credit”) or Commercial Letter of Credit (each a “Letter of Credit”) denominated in Dollars on behalf of itself or another Loan PartyParty or any other Subsidiary of the Parent Company, 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, signed by an Authorized Officer, 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, 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 Subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8hereof, the Issuing Lender or any of the Issuing Lender’s 's Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, except in the case of an Evergreen Letter of Credit, and (B) in no event expire later than the date which is 364 days after the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 2,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit CommitmentsCommitment. Each request by the Borrower Borrowers for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that it they 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 or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent Borrowers a true and complete copy of such Letter of Credit or amendment. Upon the request of the Lender (i) if the Lender has honored any full or partial drawing request under any Letter of Credit and has not been reimbursed therefor as required in this Agreement, or (ii) if, on the Expiration Date, any Letter of Credit Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then outstanding amount of all Letter of Credit Obligations. The Borrowers hereby grant to the Lender a security interest in all cash collateral pledged pursuant to this Section or otherwise under this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Park Electrochemical Corp), Credit Agreement (Park Electrochemical Corp)
Issuance of Letters of Credit. The On the Closing Date, the outstanding letters of credit previously 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 be Letters of 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 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 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrowerany 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 2.82.9, the Issuing Lender or any of the Issuing Lender’s 's Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 25,000,000 (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 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 or any amendment to a Letter of Credit to 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 or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Hallador Energy Co), Credit Agreement (Hallador Energy Co)
Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, Section 4.2, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and in reliance on the agreements of the Revolving Term Lenders set forth in this Section 2.8, the Issuing Lender may, in its sole discretion, issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower or any other Loan Party on any Business Day from the Closing Date through but not including the Letter of Credit Expiration Date. The Borrower may at any time prior to the Letter of Credit Expiration Date request the issuance of a standby or trade letter of credit (each a “Letter of Credit”) on behalf of itself or another Loan Party, or the an amendment or extension of an existing a 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 (each a “Letter of Credit Request”) by no later than 10:00 11:00 a.m. at least five (5) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance, amendment or extension. Promptly after receipt of any letter Letter of credit applicationCredit Request, the 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 application Request and if not, such the Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, the Administrative Agent or the Borrowerany 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] Article IV 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 2.8, then the Issuing Lender or any of the Issuing Lender’s Affiliates will may, in its sole discretion, issue a Letter of Credit or agree to such amendment or extension, ; provided that each (i) the expiration date of the subject Letter of Credit shall not be later than the earlier of (A) have a maximum maturity of twelve (12) months from one year after the date of issuanceissuance of such Letter of Credit or, if such Letter of Credit provides for automatic extensions thereof, to a date not later than one year beyond the then-current expiration date and (B) in no event expire later than 30 days prior to the Expiration Date Revolving Term Commitment Termination Date, and provided further that in no event shall (iii) after giving effect to such issuance, amendment or extension (x) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (shall not exceed the “Letter of Credit Sublimit”) or Sublimit and (iiy) the Revolving Term Facility Usage exceed, at any one time, shall not exceed the Aggregate Revolving Credit CommitmentsTerm Commitment Amount. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower that it shall be in compliance with the preceding sentence this Section and with Section 7 [Conditions of Lending Article IV before 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 or any amendment to or extension of a Letter of Credit 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, amendment or extension. All Closing Date Letters of Credit or amendmentshall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be deemed a Letter of Credit hereunder subject to and governed by the terms and conditions of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Andersons, Inc.)
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrowerany 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 2.9.1 [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 2.82.9 [Letter of Credit Subfacility], the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) 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 364 days after the Expiration Date provided if any Letter of Credit will expire after the Expiration Date, the Borrower shall provide cash collateral acceptable to the Administrative Agent in its sole discretion no later than sixty (60) days prior to the Expiration Date, and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 50,000,000 (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 be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 2.9.1 [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 or any amendment to a Letter of Credit to 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 or amendment. Notwithstanding the preceding paragraph, the Issuing Lender shall not 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 the Issuing Lender from issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Official Body with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the 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 the Issuing Lender applicable to letters of credit generally.
Appears in 1 contract
Issuance of Letters of Credit. The Borrower may (a) Subject to and upon the terms and conditions herein set forth, at any time from time to time from and including the Closing Date and prior to the Expiration Date request the issuance of Maturity Date, Agent agrees to cause a standby or trade letter of credit (each a “Letter of Credit”) on behalf Credit Issuer to issue, upon the request of itself the Borrower, and for the account of the Borrower or another Loan Partyany of its Subsidiaries, or the amendment or extension of an existing a 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, Credit in such form as may be approved by the Issuing Lender may specify from time 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 time by each Letter of Credit issued for the account of any Subsidiary. Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letters of Credit Outstanding 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 Letters of Credit Outstanding and the Revolving Loans outstanding at such time, would exceed the Total Revolving Loan Commitment then in effect, (iii) the Agent shall not have any liability hereunder in the event that the Agent is unable to cause any Letter of Credit Issuer to issue Letters of Credit hereunder, and (iv) each Letter of Credit shall have an expiration date occurring no later than 10:00 a.m. at least the earlier of (A) one year after the date of issuance thereof, unless otherwise agreed upon by the Agent and the Letter of Credit Issuer, and (B) the date that is five (5) Business DaysDays prior to the Maturity Date; provided, or such shorter period as may be agreed to by that a Letter of Credit may, upon the Issuing Lender, in advance request of the proposed date of issuance. Promptly after receipt of any letter of credit applicationBorrower, the Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received include a copy of provision whereby such Letter of Credit application and if not, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, at least one day date that is five (5) Business Days prior to the requested date of issuance, amendment or extension of the applicable Maturity Date). The Letter of Credit, that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is Credit Issuer shall not satisfied, then, subject be under any obligation to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extensionif any Lender is at that time a Defaulting Lender, provided that each Letter of Credit 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 in no event shall (i) unless the Letter of Credit Obligations exceedIssuer has entered into arrangements, at any one timeincluding the delivery of Cash Collateral, $20,000,000 (satisfactory to the “Letter of Credit Sublimit”Issuer (in its sole discretion) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request by with the Borrower for or such Lender to eliminate the issuance, amendment or extension of a Letter of Credit shall be deemed to 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] Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Defaulting Lender arising from either the Letter of Credit then proposed to be issued or any amendment to a that Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy of such all other Letter of Credit Exposure as to which the Letter of Credit Issuer has actual or amendment.potential Fronting Exposure, as it may elect in its sole discretion. 60
Appears in 1 contract
Issuance of Letters of Credit. The Borrower a.Any Authorized Officer of Borrowers may at any time prior to the Expiration Date request the issuance of a standby or 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 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 request that a Standby Letter of Credit or Commercial Letter of Credit be issued by no later than 10:00 a.m. delivering to L/C Issuer (with a telecopy to the Agent Bank) on a Banking Business Day, at least five (5) Banking Business DaysDays prior to the date of such proposed issuance, an L/C Agreement in L/C Issuer's then standard form (consistent with the terms of the Credit Agreement), completed to the satisfaction of L/C Issuer and such other certificates as the L/C Issuer may reasonably request; provided, however, that no Letter of Credit shall be issued (a) if any Default or Event of Default has occurred and remains continuing, or (b) if after giving effect to the issuance thereof, the aggregate Stated Amount of outstanding Letters of Credit (less Letters of Credit collateralized by Cash in the Cash Collateral Account in an amount equal to the Stated Amount of such shorter period as may Letters of Credit) would exceed Twenty-Five Million Dollars ($25,000,000.00), or (c) the Stated Amount of the requested Letter of Credit exceeds the Maximum Availability. Each Letter of Credit shall be agreed to issued by the Issuing LenderL/C Issuer on the Banking Business Day specified in the Borrowers' application therefor. Each request for a Letter of Credit and each Letter of Credit shall be subject to the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication New 1994 Revision No. 500, or any successor publication then in advance effect. In no event shall any Letter of Credit have a Stated Expiry Date later than thirty (30) days prior to the proposed date of issuanceMaturity Date. Promptly after receipt of any letter of credit application, the 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 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 the Borrower, 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 issuance of a Letter of Credit and immediately prior to the issuance thereof, L/C Issuer shall be deemed to be a representation by obtain telephonic verification from Agent Bank that the Borrower that it amount of such request does not exceed the then Available Borrowings. The L/C Issuer shall be in compliance with promptly notify the preceding sentence and with Section 7 [Conditions Agent Bank of Lending and Issuance the aggregate L/C Exposure of outstanding 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 or any amendment to each time there is a Letter of Credit to 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 or amendmentchange therein.
Appears in 1 contract
Issuance of Letters of Credit. The Borrower Borrowers may at any time prior to the Expiration Date request the issuance of a standby Standby Letter of Credit or trade letter a Commercial Letter of credit Credit (each each, a “"Letter of Credit”") on behalf of itself or or, with respect to the Domestic Borrowers only, 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. 1:00 p.m. at least five two (52) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such the Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrowerany 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 6 [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 2.82.9, the Issuing Lender or any of the Issuing Lender’s 's Affiliates will issue a Letter of Credit or agree to such amendment or extension, ; provided that each Letter of Credit shall (A) 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 364 days after the Expiration Date Date; and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 50,000,000 (the “"Letter of Credit Sublimit”") or (ii) the Revolving Facility Usage of the Domestic Borrowers exceed, at any one time, the lesser of (a) the Revolving Credit Commitments, and (b) (i) until the occurrence of a Borrowing Base Trigger Event, the Simplified Borrowing Base of the Domestic Borrowers, or (ii) thereafter, the Borrowing Base, or (iii) the Revolving Facility Usage by the Canadian Borrower exceed, at any one time, the lesser of (a) the Canadian Commitments, and (b) (i) until the occurrence of a Borrowing Base Trigger Event, the Simplified Borrowing Base of the Canadian Borrower, or (ii) thereafter, the Canadian Borrowing Base. Each request by the Borrower Borrowers for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that it the Borrowers shall be in compliance with the preceding sentence and with Section 7 6 [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 or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower Borrowers and Administrative Agent a true and complete copy of such Letter of Credit or amendment. The Borrowers, the Administrative Agent, the Lenders and the Issuing Lender agree that the Existing Letters of Credit shall be deemed Letters of Credit hereunder as if issued by an Issuing Lender. If the Borrowers so request in any applicable application for a Letter of Credit, the Issuing Lender may, in its reasonable discretion, agree to issue a Standby 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 Standby 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 Standby Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrowers 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 authorized (but may not require) the Issuing Lender to permit the extension of such Standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration 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 Standby 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 (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 Borrowers that one or more of the applicable conditions specified in Section 6.2 [Each Loan or Letter of Credit] is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension. Notwithstanding any other provision hereof, the Issuing Lender shall not be required to issue any Letter of Credit, if (a) any Lender is at such time a Defaulting Lender or a Deteriorating Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrowers or such Defaulting Lender or Deteriorating Lender to eliminate the Issuing Lender's risk with respect to such Defaulting Lender or Deteriorating Lender (it being understood that the Issuing Lender shall consider the Borrowers or such Defaulting Lender or Deteriorating Lender providing cash collateral to the Administrative Agent, for the benefit of the Issuing Lender, to secure such Defaulting Lender’s or Deteriorating Lender’s Ratable Share of the Letter of Credit, a satisfactory arrangement), or (b) any order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of Law) from any Official Body with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it.
Appears in 1 contract
Issuance of Letters of Credit. The From and after the Effective Date to but excluding the Termination Date, the Letter of Credit Issuer agrees, upon the terms and conditions set forth in this Agreement, to issue at the request and upon the application of the Borrower may at and for the account of the Borrower or a Guarantor Subsidiary, one or more standby letters of credit ("Letters of Credit") in Dollars or an Offshore Currency; provided, however, that the Letter of Credit Issuer shall not be under any time prior obligation to issue, and shall not issue, any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority with jurisdiction over the Letter of Credit Issuer shall purport by its terms to enjoin or restrain such Letter of Credit Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline 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 in particular or shall impose upon the Letter of Credit Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which the Letter of Credit Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to the Expiration Date request Letter of Credit Issuer as of the date of this Agreement and which the Letter of Credit Issuer in good xxxxx xxxxx material to it (the Letter of Credit Issuer shall promptly notify the Borrower of any event which, in the judgment of the Letter of Credit Issuer, would preclude the issuance of a standby or 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 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, at least one day prior pursuant to the requested date of issuance, amendment or extension of the applicable Letter of Credit, that this clause (i)); (ii) one or more applicable of the conditions to such issuance contained in Section 7 [Conditions of Lending and Issuance of Letters of Credit] 3.04 is not then satisfied, then, subject ; (iii) after giving effect to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8such issuance, the Issuing Lender or any aggregate outstanding amount of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (would exceed the “Letter of Credit Sublimit”) ; or (iiiv) 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 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 or any amendment respect to a Letter of Credit requested to the beneficiary thereofbe denominated in an Offshore Currency, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment.Issuer is unable to issue Letters of Credit in such Offshore Currency. In no event shall:
Appears in 1 contract
Issuance of Letters of Credit. (a) The Borrower or any Loan Party may at any time prior to the Expiration Letter of Credit Maturity Date request the issuance of a standby or trade letter of credit (each each, a “Letter of Credit”) on behalf ), for its own account or the account of itself or another Loan PartyParty or any Subsidiary thereof, 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 the an Issuing Lender selected by the Borrower (with a copy to the Administrative Agent) a completed application and agreement for letters letter of credit, or request for such amendment or extension, as applicable, in such form as the 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 agreed to by the 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, the 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 application and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, 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 Credit may be issued in the terms and conditions hereof and in reliance on the agreements form of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Standby Letter of Credit or agree to such amendment or extension, provided that each a Commercial Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit CommitmentsCredit. Each request by the Borrower for the issuance, amendment or extension of a Letter Letters of Credit shall be deemed to be a representation by the Borrower that it shall be issued only 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 or any amendment to a Letter of Credit to 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 or amendment.U.S.
Appears in 1 contract
Issuance of Letters of Credit. The Borrower may at any time prior Upon the request of Ocular Sciences, and subject to the Expiration Date request the issuance of a standby or 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 conditions set forth in Article III hereof and such other Loan Party deliver conditions to the Issuing Lender (with a copy to the Administrative Agent) a completed application and agreement for letters opening of credit, or request for such amendment or extension, as applicable, in such form Letters of Credit as the Issuing Lender may specify requires of its customers generally, the Lender shall from time to time by open standby and/or documentary (commercial) letters of credit (each, a "Letter of Credit") for the account of Ocular Sciences; PROVIDED, HOWEVER, that the Letter of Credit Usage shall not at any time exceed $3,000,000, and PROVIDED, FURTHER, that no later than 10:00 a.m. Letter of Credit shall be opened if at such time the sum of (a) the Letter of Credit Usage then outstanding (after giving effect to the requested new Letter of Credit), PLUS (b) the aggregate principal amount of Facility A Advances then outstanding, shall exceed the Facility A Amount existing at such time. The issuance of each Letter of Credit shall be made on at least five (5) Business Days' prior written notice from Ocular Sciences to the Lender, which written notice shall be an application for a Letter of Credit on the Lender's customary form completed to the satisfaction of the Lender, together with the proposed form of the Letter of Credit (which shall be denominated in Dollars and require drafts payable at sight and otherwise be satisfactory to the Lender) and such other certificates, documents and other papers and information as the Lender may reasonably request. The Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Lender to exceed any limits imposed by, any applicable requirements of law. The expiration date of any standby Letter of Credit shall not be later than three hundred sixty (360) days from the date of issuance thereof or such shorter period as later date to which a Letter of Credit expiration date may be agreed to extended by the Issuing Lender, in advance application of 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 automatic extension or in writing) that the Administrative Agent has received a copy "evergreen" provisions of such Letter of Credit application Credit, 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 the Borrower, at least one day prior to the requested expiration 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each documentary (commercial) Letter of Credit shall not be later than one hundred eighty (A180) have a maximum maturity of twelve (12) months days from the date of issuanceissuance thereof; PROVIDED, and (B) in no event expire later than the Expiration Date and provided further HOWEVER, that in no event shall (i) the any Letter of Credit Obligations exceed, at any one time, $20,000,000 (have an expiration date later than the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit CommitmentsA Maturity Date. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by issued for lawful purposes occurring in the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions ordinary course of Lending and Issuance business 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 or any amendment to a Letter of Credit to 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 or amendmentOcular Sciences.
Appears in 1 contract
Issuance of Letters of Credit. The Borrower may (a) Subject to and upon the terms and conditions herein set forth, at any time from time to time from and including the Closing Date and prior to the Expiration Date request Revolving Credit Maturity Date, the issuance of Administrative Agent agrees to cause a standby or trade letter of credit (each a “Letter of Credit”) on behalf of itself or another Loan PartyCredit Issuer, or the amendment or extension of an existing if there is a Letter of CreditCredit Issuer at such time, by delivering to issue, upon the request of the Borrower, and for the account of the Borrower or having such other Loan Party deliver to the Issuing Lender (with any of its Subsidiaries, a copy to the Administrative Agent) a completed application and agreement for letters Letter of credit, or request for such amendment or extension, as applicable, Credit in such form as may be approved by the Issuing Lender may specify from time 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 time each Letter of Credit issued for the account of any such Subsidiary. Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letters of Credit Outstanding 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 Letters of Credit Outstanding and the Revolving Credit Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) the Administrative Agent shall not have any liability hereunder in the event that the Administrative Agent is unable to cause any Letter of Credit Issuer to issue Letters of Credit hereunder, (iv) no Letter of Credit shall be issued in a stated face amount of less than $100,000 (unless consented to otherwise in writing by Administrative Agent in its sole discretion) and (v) each Letter of Credit shall have an expiration date occurring no later than 10:00 a.m. at least the earlier of (A) one (1) year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the Letter of Credit Issuer, and (B) the date that is five (5) Business DaysDays prior to the Revolving Credit Maturity Date; provided, or such shorter period as may be agreed to by that a Letter of Credit may, upon the Issuing Lender, in advance request of the proposed date of issuance. Promptly after receipt of any letter of credit applicationBorrower, the Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received include a copy of provision whereby such Letter of Credit application shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five (5) Business Days prior to the Revolving Credit Maturity Date). The Letter of Credit Issuer shall not be under any obligation to issue a Letter of Credit if any Lender (unless such Lender is the Letter of Credit Issuer) is at that time a Defaulting Lender, unless (after giving effect to the reallocation provisions pursuant to Section 2.15(a)(iv)) the Letter of Credit Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Letter of Credit Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the Letter of Credit Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and if notall other Letter of Credit Exposure as to which the Letter of Credit Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion (it being understood and agreed that no such Issuing Lender arrangement will be required with respect to Letters of Credit issued by a Letter of Credit Issuer that is a Defaulting Lender). Upon the issuance of each Letter of Credit, the Letter of Credit Issuer shall provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 or any amendment to a Letter of Credit to 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 or amendmentsame.
Appears in 1 contract
Samples: Credit Agreement
Issuance of Letters of Credit. The Each L/C Issuer agrees, on the terms and conditions hereinafter set forth, to issue (or cause any of its Affiliates that constitute a commercial bank to issue on its behalf) Letters of Credit in Dollars for the account of the Borrower may at from time to time on any time Business Day during the period from the Closing Date until the day that is thirty days prior to the Expiration Maturity Date request then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day); provided that after giving effect to any L/C Credit Extension, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (iii) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (iv) prior to the Existing Notes Repayment Date, the Total Outstandings under the Revolving Credit Facility shall not exceed an amount equal to (A) $12,500,000 less (B) the amount, if any, by which the principal balance of the indebtedness outstanding under the Existing Facility immediately prior to the Closing Date is less than $7,500,000. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (x) 12 months after the date of its issuance or (y) five Business Days before the Maturity Date in respect of a standby or trade letter of credit the Revolving Credit Facility, but may by its terms be renewable annually upon written notice (each a “Notice of Renewal”) given to the L/C Issuer and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit”) on behalf Credit but in any event at least three Business Days prior to the date of itself or another Loan Party, or the amendment or extension proposed renewal of an existing such Letter of Credit, by delivering or having such other Loan Party deliver to Credit and upon fulfillment of the Issuing Lender applicable conditions set forth in Article IV unless the L/C Issuer has notified the Borrower (with a copy to the Administrative Agent) a completed application and agreement on or prior to the date for letters notice of credit, or request for such amendment or extension, as applicable, termination set forth in such form as the Issuing Lender may specify from time to time by no later than 10:00 a.m. Letter of Credit but in any event at least five (5) Business Days, or such shorter period as may be agreed 30 days prior to by the Issuing Lender, in advance of the proposed date of issuance. Promptly after automatic renewal of its election not to renew such Letter of Credit (a “Notice of Termination”); provided that the terms of each Letter of Credit that is automatically renewable annually shall (A) require the L/C Issuer to give the beneficiary named in such Letter of Credit notice of any Notice of Termination, (B) permit such beneficiary, upon receipt of such notice, to draw under such Letter of Credit prior to the date such Letter of Credit otherwise would have been automatically renewed and (C) not permit the expiration date (after giving effect to any letter of credit application, the Issuing Lender shall confirm with the Administrative Agent (by telephone or in writingrenewal) that the Administrative Agent has received a copy of such Letter of Credit application and if notin any event to be extended to a date later than five Business Days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the L/C Issuer pursuant to the immediately preceding sentence, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from expire on the date on which it otherwise would have been automatically renewed. Within the limits of issuance, and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceedFacility, at any one time, $20,000,000 (and subject to the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one timelimits referred to above, the Revolving Credit Commitments. Each Borrower may request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to 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 issuance of Letters of Credit] after giving effect Credit under this Section 2.03(a), repay any L/C Advances resulting from drawings thereunder pursuant to Section 2.03(e) and request the requested issuance, amendment or extension issuance of such Letter of Credit. Promptly after its delivery of any Letter additional Letters of Credit or any amendment to a Letter of Credit to 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 or amendmentunder this Section 2.03(a).
Appears in 1 contract
Samples: First Lien Senior Secured Credit Agreement (WII Components, Inc.)
Issuance of Letters of Credit. The Each Issuing Lender, the Lenders and the Borrower may agree that effective as of the Closing Date, any Existing Letters of Credit shall be deemed to have 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 any time prior the written request of the Borrower given to the Expiration Date request applicable Issuing Lender and to the issuance of a standby or trade letter of credit Administrative Agent not later than (each a “Letter of Credit”i) 12:00 p.m. (Houston, Texas time) on behalf the third Business Day before the date of itself or another Loan Partythe proposed issuance, or the amendment amendment, or extension of an existing a Letter of CreditCredit denominated in a Foreign Currency and (ii) 12:00 p.m. (Houston, by delivering or having such other Loan Party deliver to Texas time) on the Issuing Lender second Business Day (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 later time and date as may be agreed to by among the Borrower, the applicable Issuing Lender, in advance Lender and the Administrative Agent) before the date of the proposed issuance, amendment, or extension of a Letter of Credit denominated in Dollars, 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 the applicable Letter of Credit), issue, increase, decrease, amend, or extend the expiration date of, Letters of issuanceCredit 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 any letter of credit applicationsuch request, the applicable Issuing Lender shall will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received a copy of such Letter of Credit application and request and, if not, such the applicable Issuing Lender will provide notify the Administrative Agent with a copy of the contents thereof. Unless 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, Administrative Agent or the Borrower, ) at least one day Business Day prior to the requested date of issuancethe proposed issuance or increase, amendment directing the applicable Issuing Lender not to issue or extension increase such Letter of Credit as a result 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, limitations set forth clause 2.13(b)(i) below then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 or any amendment to a Letter of Credit to the beneficiary thereofhereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy of issue or increase such Letter of Credit or amendmentas requested by the Borrower. Letters of Credit shall be denominated in any Agreed Currency.
Appears in 1 contract
Samples: Assignment and Assumption (National Oilwell Varco Inc)
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “Letter of Credit”) on behalf for its own account or the account of itself or another Loan Partyany Subsidiary (in which case the Borrower and such Subsidiary shall be co-applicants with respect to such Letter of Credit), or the amendment or extension of an existing Letter of Credit, by delivering or having such other Loan Party deliver transmitting electronically to the Issuing Lender (with a copy to the Administrative Agent) a completed application and agreement for letters 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 agreed to by the Issuing Lender, in advance of the proposed date of issuance. The Borrower shall authorize and direct the Issuing Lender to name the Borrower or any Subsidiary as the “Applicant” or “Account Party” of each Letter of Credit. Promptly after receipt of any letter of credit application, the 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 application and if not, such the Issuing Lender will provide the Administrative Agent with a copy thereof. (i) Unless the Issuing Lender has received notice from any Lender, the Administrative Agent or the Borrower, 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 2.82.9, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a the proposed Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 15,000,000 (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 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 or any amendment to a Letter of Credit to 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 or amendment.
Appears in 1 contract
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, 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 Subject to the terms and conditions hereof of this Credit Agreement and in reliance on upon the agreements representations and warranties of the other Lenders Borrower set forth in this Section 2.8herein, the Issuing Lender or any Bank agrees to issue Letters of Credit, upon the request of the Issuing Lender’s Affiliates will issue a Borrower during the Availability Period, for the account of the Borrower and its Subsidiaries in an aggregate Stated Amount not to exceed THIRTY-FIVE MILLION AND 00/100 DOLLARS ($35,000,000) minus any unreimbursed draws of any Letter of Credit; provided, however, the sum of the outstanding principal balance of Revolving Credit or agree to such amendment or extensionLoans, provided that each the Swing Loans, the Supplemental Swing Loans, the Stated Amount of issued Letters of Credit and the aggregate unreimbursed draws of any Letter of Credit shall (Aat no time exceed the Revolving Credit Commitment as the same may be reduced from time to time. The issuance of any Letter of Credit in accordance with the provisions of this Subsection 2.3(a) have a maximum maturity shall be in accordance with the Issuing Bank’s then current practices relating to the issuance by the Issuing Bank of twelve (12) months stand-by and commercial letters of credit, as the case may be, including without limitation, the execution of appropriate application and reimbursement agreements, as well as subject to the satisfaction of each condition set forth in Section 7.1 hereof. No Letter of Credit shall be issued with an expiration date beyond the earlier of the Repayment Date or one year from the date of issuance, and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter . Letters of Credit Obligations exceed, at any one time, $20,000,000 may be issued for the account of the Borrower or for the account of a Subsidiary of the Borrower (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request upon receipt by the Borrower Issuing Bank from the account party of an application for the issuance, amendment or extension of a Letter of Credit and related documents required by the Issuing Bank). Excluding any Letters of Credit issued for the account of Argosy or any of its Subsidiaries for the benefit of DOE, the aggregate amount of all Letters of Credit issued for the account of the Subsidiaries of the Borrower shall not exceed Five Million and 00/100 Dollars ($5,000,000) at any one time outstanding. The Letters of Credit issued for the account of Argosy or any of its Subsidiaries in favor of DOE plus the other Letters of Credit issued for the account of the Subsidiaries of the Borrower shall be deemed included in the Thirty-Five Million and 00/100 Dollars ($35,000,000) aggregate maximum dollar amount of Letters of Credit set forth above. All reimbursement obligations of the Subsidiaries of the Borrower with respect to Letters of Credit issued for the account of such Subsidiaries shall be a representation guarantied by the Borrower that it pursuant to the Guaranty Agreement. The Borrower shall be in compliance listed as a co-applicant with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of respect to all Letters of Credit] after giving effect to Credit issued for the requested issuance, amendment or extension account of such Letter of Credit. Promptly after its delivery of any Letter of Credit Argosy or any amendment to a Letter of Credit to its Subsidiaries for the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy benefit of such Letter of Credit or amendmentDOE.”
Appears in 1 contract
Samples: Credit Agreement (Education Management Corporation)
Issuance of Letters of Credit. The Borrower may at any time prior (a) Subject to the Expiration Date terms and conditions set forth in this Agreement and the applicable Reimbursement Agreement, upon the written request to the issuance of a standby Bank by the Borrower or trade letter of credit the LP (each a “Letter with respect to new Letters of Credit”) on behalf of itself or another Loan Party), or by the amendment Borrower, the LP or MAXXAM (with respect to the extension or renewal of an any existing Letter of Credit), by delivering or having such other Loan Party deliver the Bank agrees to: (a) issue, for the account of the Parties, on any Business Day after the date hereof but prior to the Issuing Lender Revolving Credit Maturity Date (with a copy provided, however, no Letters of Credit to be issued shall have an expiry date that is later in time than the Revolving Credit Maturity Date), one or more irrevocable stand-by Letters of Credit, and (b) extend or renew, for the account of the Parties or MAXXAM, any outstanding Letter of Credit issued for the account of the Parties or MAXXAM prior to the Administrative Agentdate hereof, the aggregate of which ((a) and (b)) shall not exceed the Letter of Credit Amount. Any Letters of Credit previously issued for the account of the Parties or MAXXAM prior to the date hereof that remain outstanding as of the date hereof may remain outstanding or be extended or renewed (subject to the Letter of Credit Amount) provided, however, no new Letters of Credit will be issued for the account of MAXXAM (or any affili- ated entity of MAXXAM which is not also a Party), subsequent to the date hereof. Each written request (including a completed application and agreement on the Bank's form) for letters the issuance (in favor of creditthe Parties), or request for such amendment the extension or extension, as applicable, in such form as renewal (on behalf of the Issuing Lender may specify from time to time Parties or MAXXAM) of a Letter of Credit hereunder shall be received by no later than 10:00 a.m. the Bank at least five (5) three Business Days, or such shorter period as may be agreed Days prior to by the Issuing Lender, in advance of the proposed date of issuance. Promptly after receipt The expiry dates, amounts and bene- ficiaries of any letter of credit application, the Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter Letters of Credit 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 be as agreed by the Borrower, at least one day prior to the requested date of issuanceLP, amendment or extension of MAXXAM (where applicable) and the applicable Letter of CreditBank (in its reasonable discretion), 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have be in a maximum maturity of twelve (12) months from form acceptable to the date of issuance, and (B) Bank in no event expire later than the Expiration Date and provided further that in no event shall (i) the its discretion. Each Letter of Credit Obligations exceedissued subsequent to the date hereof shall be issued pursuant to a Reimbursement Agreement to be entered into between the Borrower and/or the LP and the Bank; provided, at however, that to the extent that the terms and conditions of any one time, $20,000,000 (Reimbursement Agreement are in conflict with or are inconsistent with the “Letter terms and conditions of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one timethis Agreement, the Revolving Credit Commitments. Each request by obligations of the Bank, the Borrower for and/or the issuance, amendment or extension of a Letter LP with respect to Letters of Credit shall be deemed to be a representation governed by the Borrower that it shall be in compliance with the preceding sentence terms and with Section 7 [Conditions 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 or any amendment to a Letter of Credit to 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 or amendmentthis Agreement.
Appears in 1 contract
Issuance of Letters of Credit. The On the Closing Date, the outstanding Letters of Credit previously issued by Citizens Bank under the Existing 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 be Letters of Credit issued hereunder for the account of the Borrower for all purposes of this Agreement and the other Loan Documents. In addition, Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 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 three (53) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lenderlender, Administrative Agent or the Borrowerany 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 2.82.9, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (Ai) have a maximum maturity of twelve (12) months from the date of issuance, and (Bii) in no event expire later than three (3) Business Days prior to the Expiration Date and provided further that in no event shall (iA) the Letter of Credit Obligations exceed, at any one time, $20,000,000 25,000,000 (the “Letter of Credit Sublimit”) or (iiB) 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 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 or any amendment to a Letter of Credit to 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 or amendment.
Appears in 1 contract
Issuance of Letters of Credit. The Borrower Seller may at request that any time LC Bank, upon one Business Day’s prior written notice submitted on or before noon, New York time, to the Expiration Date request the issuance of a standby or 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 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree by delivering to the Administrator and such amendment or extensionLC Bank a form of letter of credit application for such LC Bank substantially in the form of Annex E attached hereto (each, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (the “Letter of Credit SublimitApplication”) and a Purchase Notice substantially in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the applicable LC Bank; and, such other certificates, documents and other papers and information as the Administrator or such LC Bank may reasonably request. The Seller also has the right to give instructions and make agreements with EXHIBIT 10.1 Notwithstanding anything to the contrary set forth in Section 1.1(a), if at any time a Conduit Purchaser Rate Event shall have occurred and be continuing with respect to a Conduit Purchaser in any Purchaser Group (any such Purchaser Group, an “Excluded Purchaser Group”), if requested by the Seller in its sole discretion (i) any Funded Purchase that occurs during the continuance of any Conduit Purchaser Rate Event shall be made by Purchasers other than any Purchaser in an Excluded Purchaser Group and (ii) any Excluded Purchaser Group shall be excluded for purposes of calculating the Revolving Facility Usage exceed“Ratable Share”, at any one time“Actual Share”, “Exposure” and “Deficient Share” solely for purposes of Section 1.1(a), for so long as the Revolving Credit CommitmentsSeller may designate. Each Any such request by the Borrower Seller shall be set forth in a Purchase Notice delivered to the Administrator and each Purchaser Agent (including the Purchaser Agent for such Excluded Purchaser Group) in accordance with Section 1.2(a). Notwithstanding the issuanceforegoing, amendment or extension the Seller may request that a Funded Purchase that occurs during the continuance of a Letter of Credit shall Conduit Purchaser Rate Event be deemed to be a representation made by the Borrower that it shall be Purchasers in compliance an Excluded Purchaser Group on a pro rata basis with the preceding sentence and Purchasers in the non-Excluded Purchaser Groups, or on a non-pro rata basis in accordance 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 or any amendment to a Letter of Credit to 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 or amendment1.1(a).
Appears in 1 contract
Issuance of Letters of Credit. The (a) On the Closing Date, the outstanding Letters of Credit previously issued by PNC as an “Issuing Lender” under the Existing 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 be Letters of Credit issued hereunder for the account of the Borrower for all purposes of this Agreement and the other Loan Documents. In addition, subject to the terms and conditions of this Agreement, Borrower may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “Letter of Credit”) on behalf of itself or another Loan Party, Party or the amendment or extension of an existing Letter of Credit, Person by delivering or having such other Loan Party or Person 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, credit in such form as the Issuing Lender may specify from time to time by no later than 10:00 11:00 a.m. at least five three (53) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance. Promptly after receipt The Borrower shall be a co-applicant and a co-obligor with respect to each Letter of Credit issued for the account of any letter other Loan Party or such other Person, in which case each of credit application, the Issuing Lender shall confirm co-applicants and co-obligors will have joint and several liability with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of respect to any such Letter of Credit application and if not, such Credit. The Issuing Lender will provide Administrative Agent with a copy thereofand 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. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, 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 Credit may be issued in the terms and conditions hereof and in reliance on the agreements form of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Standby Letter of Credit or agree to such amendment or extensiona Commercial Letter of Credit. Letters of Credit shall only be issued in U.S. Dollars. For the avoidance of doubt, provided 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 co-applicant thereon) shall (A) have a maximum maturity of twelve (12) months from the date of issuanceconstitute an Investment and Guaranty, without duplication, and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 subject to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to 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 or amendmentlimitations set forth herein.
Appears in 1 contract
Samples: Credit Agreement (CNX Gas Corp)
Issuance of Letters of Credit. The Borrower a. Any Authorized Representative of Borrowers may at any time prior to the Expiration Date request the issuance of a standby or 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 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 request that a Standby Letter of Credit or Commercial Letter of Credit be issued by no later than 10:00 a.m. delivering to L/C Issuer (with a telecopy to the Agent Bank) on a Banking Business Day, at least five (5) Banking Business DaysDays prior to the date of such proposed issuance, an L/C Agreement in L/C Issuer's then standard form, completed to the satisfaction of L/C Issuer and such other certificates as the L/C Issuer may reasonably request; provided, however, that no Letter of Credit shall be issued (a) if any Default or Event of Default has occurred and remains continuing, or such shorter period as may (b) if after giving effect to the issuance thereof, the aggregate Stated Amount of outstanding Letters of Credit would exceed Ten Million Dollars ($10,000,000.00), or (c) the Stated Amount of the requested Letter of Credit exceeds the Maximum Availability. Each Letter of Credit shall be agreed to issued by the Issuing LenderL/C Issuer on the Banking Business Day specified in the Borrowers' application therefor. Each request for a Letter of Credit and each Letter of Credit shall be subject to the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication New 1994 Revision No. 500, or any successor publication then in effect. Each Letter of Credit will be issued for a term not greater than one (1) year (and may include any provision for automatic renewal, subject to the payment of any applicable L/C Fee for such renewal period); provided, however, in advance no event shall any Letter of Credit have a Stated Expiry Date later than thirty (30) days prior to the proposed date of issuanceMaturity Date. Promptly after receipt of any letter of credit application, the 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 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 the Borrower, 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 issuance of a Letter of Credit and immediately prior to the issuance thereof, L/C Issuer shall be deemed to be a representation by obtain telephonic verification from Agent Bank that the Borrower that it amount of such request does not exceed the then Available Borrowings. The L/C Issuer shall be in compliance with promptly notify the preceding sentence and with Section 7 [Conditions Agent Bank of Lending and Issuance the aggregate L/C Exposure of outstanding 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 or any amendment to each time there is a Letter of Credit to 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 or amendmentchange therein.
Appears in 1 contract
Samples: Credit Agreement (Black Hawk Gaming & Development Co Inc)
Issuance of Letters of Credit. The On the Closing Date, the outstanding letters of credit previously issued by any Lender under the Existing 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 be Letters of 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 trade letter of credit (each a “"Letter of Credit”") on behalf of itself or another Loan PartyParty (other than Hallador), 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrowerany Loan Party (other than Hallador), 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 2.82.9, the Issuing Lender or any of the Issuing Lender’s 's Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 10,000,000 (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 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 or any amendment to a Letter of Credit to 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 or amendment.
Appears in 1 contract
Issuance of Letters of Credit. The On the Closing Date, the outstanding Letters of Credit previously issued by PNC Bank as an "Issuing Bank" under the Existing Credit Agreement that are set forth on Schedule 2.9.1 (the "Existing Letters of Credit") will automatically, without any action on the part of any Person, 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. In addition, Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 Bank (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 Bank may specify from time to time by no later than 10:00 a.m. a.m., Pittsburgh time, at least five (5) Business Days, or such shorter period as may be agreed to by the Issuing LenderAgent, in advance of the proposed date of issuance. Each Letter of Credit shall be a Standby Letter of Credit. Promptly after receipt of any letter of credit application, the Issuing Lender Bank shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender Bank will provide Administrative Agent with a copy thereof. Unless the Issuing Lender Bank has received notice from any LenderBank, Administrative Agent or the Borrowerany 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 Letter of Credit] is not satisfied, then, so long as there is no Event of Default or Potential Default, subject to compliance with all of the terms and conditions set forth in this Agreement, any Letter of Credit may be automatically renewable if such selection is made on the application for such Letter of Credit. Subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders Banks set forth in this Section 2.82.9, the Issuing Lender Bank or any of the Issuing Lender’s Bank's Affiliates will issue a Letter of Credit or agree to such amendment or extensionrenew an existing Letter of Credit, provided that each Letter of Credit shall (A) have a maximum maturity Table of twelve (12) months from the date of issuance, and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 or any amendment to a Letter of Credit to 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 or amendment.Contents
Appears in 1 contract
Issuance of Letters of Credit. The L/C Issuer agrees, on the terms and conditions hereinafter set forth, to issue (or cause any of its Affiliates that constitute a commercial bank to issue on its behalf) Letters of Credit in Dollars for the account of the Borrower may at from time to time on any time Business Day during the period from the Closing Date until the day that is five days prior to the Expiration Maturity Date request then in effect for the issuance Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day); PROVIDED that after giving effect to any L/C Credit Extension, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of a standby or trade letter the Loans of credit any Lender, PLUS such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, PLUS such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Revolving Credit Commitment, and (each a “iii) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit”) on behalf Credit Sublimit. No Letter of itself or another Loan Party, Credit shall have an expiration date (including all rights of the Borrower or the amendment beneficiary to require renewal) later than five days before the Maturity Date in respect of the Revolving Credit Facility, but may by its terms be renewable annually upon written notice (a "NOTICE OF RENEWAL") given to the L/C Issuer and the Administrative Agent on or extension prior to any date for notice of an existing renewal set forth in such Letter of Credit, by delivering or having such other Loan Party deliver Credit but in any event at least three Business Days prior to the Issuing Lender date of the proposed renewal of such Letter of Credit and upon fulfillment of the applicable conditions set forth in ARTICLE IV unless the L/C Issuer has notified the Borrower (with a copy to the Administrative Agent) a completed application and agreement on or prior to the date for letters notice of credit, or request for such amendment or extension, as applicable, termination set forth in such form as the Issuing Lender may specify from time to time by no later than 10:00 a.m. Letter of Credit but in any event at least five (5) Business Days, or such shorter period as may be agreed 30 days prior to by the Issuing Lender, in advance of the proposed date of issuance. Promptly after automatic renewal of its election not to renew such Letter of Credit (a "NOTICE OF TERMINATION"); PROVIDED that the terms of each Letter of Credit that is automatically renewable annually shall (A) require the L/C Issuer to give the beneficiary named in such Letter of Credit notice of any Notice of Termination, (B) permit such beneficiary, upon receipt of such notice, to draw under such Letter of Credit prior to the date such Letter of Credit otherwise would have been automatically renewed and (C) not permit the expiration date (after giving effect to any letter of credit application, the Issuing Lender shall confirm with the Administrative Agent (by telephone or in writingrenewal) that the Administrative Agent has received a copy of such Letter of Credit application and if notin any event to be extended to a date later than five days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the L/C Issuer pursuant to the immediately preceding sentence, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from expire on the date on which it otherwise would have been automatically renewed. Within the limits of issuance, and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceedFacility, at any one time, $20,000,000 (and subject to the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one timelimits referred to above, the Revolving Credit Commitments. Each Borrower may request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to 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 issuance of Letters of Credit] after giving effect Credit under this SECTION 2.03(a), repay any L/C Advances resulting from drawings thereunder pursuant to SECTION 2.03(e) and request the requested issuance, amendment or extension issuance of such Letter of Credit. Promptly after its delivery of any Letter additional Letters of Credit or any amendment to a Letter of Credit to 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 or amendmentunder this SECTION 2.03(a).
Appears in 1 contract
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter Letters of Credit application and if notissued under the Original Credit Agreement shall be deemed, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless for the Issuing Lender has received notice from any Lenderpurposes of this Agreement, Administrative Agent or the Borrower, 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuancebe issued hereunder, and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 each such Letter of Credit shall be deemed to be treated accordingly. The Borrower shall give the Administrative Agent not less than five Business Days prior written notice of a representation by request for the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions issuance of Lending and Issuance of Letters of Credit] after giving effect to the requested issuance, amendment or extension of such a Letter of Credit, and the Administrative Agent shall promptly notify each Lender of such request. Promptly after 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 Letter of Credit Commitment. No Letter of Credit shall have a maturity extending beyond the earliest of (i) the First Maturity Date, or (ii) one year from the date of its delivery issuance, or (iii) such earlier date as may be required to enable the Borrower to satisfy its repayment obligations under Section 2.06 hereof (including, without limitation, such repayment obligations resulting from a decrease in the Revolver B Commitment required by Section 2.11 hereof). Subject to such maturity limitations and so long as no Default or Event of Default has occurred and is continuing or would result from the renewal of a Letter of Credit, the Letters of Credit may be renewed by the Administrative Agent 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 or any amendment to a Letter in their Revolver B 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 Revolver B Commitment available, so that at no time shall the sum of (i) all outstanding Advances in the aggregate, plus (ii) the aggregate face amount of all outstanding Letters of Credit, plus (iii) (without duplication) all outstanding reimbursement obligations related to Letters of Credit, exceed $95,000,000 (as may be increased by Section 2.18 hereof, and as may be reduced by Section 2.11 hereof), and at no time shall the beneficiary thereof, sum of all Revolver B Advances by any Lender made plus its ratable share of amounts available to be drawn under the applicable Issuing Lender will also deliver to Letters of Credit and the unpaid reimbursement obligations of the Borrower and Administrative Agent a true and complete copy in respect of such Letter Letters of Credit or amendmentexceed its Revolver B Specified Percentage of the Revolver B Commitment.
Appears in 1 contract
Issuance of Letters of Credit. The Borrower may at (a) No Issuing Bank shall be under any time prior obligation to Issue any Letter of Credit 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 enjoin or restrain such Issuing Bank from Issuing such Letter of Credit 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 prohibit, or request that such Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in 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 on the date of 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; (ii) such Issuing Bank shall have received any written notice of the type described in clause (c) below; (iii) after giving effect to the Expiration Date request the issuance Issuance of a standby or 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 such 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity the aggregate Total Outstandings would exceed the aggregate of twelve (12) months from the date of issuance, and Commitments in effect at such time or (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceedat such time would exceed the Letter of Credit Sublimit; (iv) any fees due in connection with any Issuance have not been paid; (v) 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. (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 any one timeleast two Business Days’ prior written notice, $20,000,000 in form and substance acceptable to the applicable Issuing Bank, of the requested Issuance of such Letter of Credit (the a “Letter of Credit SublimitRequest”) 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 Such notice shall be deemed to be a representation by irrevocable and shall specify 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 Issuing Bank of such Letter of Credit. Promptly after its delivery , the Currency of any Issuance (Dollars or Euros) and face amount of the Letter of Credit or any amendment to a requested, the date of Issuance of such requested Letter of Credit to the beneficiary thereofCredit, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy of date on which such Letter of Credit or amendment.is to expire (which date shall be a Business Day) and the
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Issuance of Letters of Credit. The Borrower or any Loan Party may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each each, a “Letter of Credit”) ), which may be denominated in either Dollars or an Alternate Currency, for its own account or the account of another Loan Party or on behalf of itself the Borrower and either an Excluded Subsidiary or another a Subsidiary of the Borrower which is not a Loan PartyParty (in which case the Borrower and such Excluded Subsidiary or Subsidiary, as applicable, shall be co-applicants with respect to such Letter of Credit), 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 an Issuing Lender (with a copy to the Administrative Agent) a completed application and agreement for letters letter of credit, or request for such amendment or extension, as applicable, in such form as the 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 agreed to by the such Issuing Lender, in advance of the proposed date of issuance. The Borrower or any Loan Party shall authorize and direct such Issuing Lender to name the Borrower or any Loan Party or any Excluded Subsidiary or Subsidiary, as applicable, as the “Applicant” or “Account Party” of each Letter of Credit. Promptly after receipt of any letter of credit application, the 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 application and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any LenderAll letters of credit which are identified on Schedule 2.9.1 hereto, Administrative Agent or the Borrower, at least one day prior to the requested date which shall consist of issuance, amendment or extension all letters 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 credit outstanding on the agreements of the other Lenders set forth in this Section 2.8Closing Date, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 be a representation by the Borrower that it have been issued under this Agreement and shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of constitute Letters of Credit] after giving effect to , regardless of which Person is the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to 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 or amendmentapplicant thereunder.
Appears in 1 contract
Issuance of Letters of Credit. The On the Closing Date, the outstanding letters of credit previously issued by any Lender under the Existing 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 be Letters of Credit issued hereunder for the account of the Borrowers for all purposes of this Agreement and the other Loan Documents. Any Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 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. 1:00 p.m. at least five two (52) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrowerany 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 2.82.9, the Issuing Lender or any of the Issuing Lender’s 's Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire later than one (1) year beyond the Expiration Date, provided that any Letter of Credit scheduled to expire after the Expiration Date is subject to the requirements in Section 2.9.11 [Cash Collateral Prior to the Expiration Date], and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (the “"Letter of Credit Sublimit”") or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request by the any Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the such 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 or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to such Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding any other provision hereof, no Issuing Lender shall be required to issue any Letter of Credit, if any Lender is at such time a Defaulting Lender hereunder, unless such Issuing Lender has entered into satisfactory arrangements with the Borrowers or such Defaulting Lender to eliminate the Issuing Lender's risk with respect to such Defaulting Lender (it being understood that the Issuing Lender would consider the Borrowers providing cash collateral to the Administrative Agent, for the benefit of the Issuing Lender, to secure the Defaulting Lender’s Ratable Share of the Letter of Credit a satisfactory arrangement).
Appears in 1 contract
Issuance of Letters of Credit. The Subject to the terms and conditions of this Agreement, and provided that no Default or Unmatured Default has occurred and is continuing and the Borrower may at any has provided the Agent and the applicable Issuer with an Issuance Request, the applicable Issuer will issue one or more Letters of Credit from time to time prior to the Expiration Tranche A Revolving Facility Termination Date request for the account of the Borrower; it being understood and agreed that subject to the other terms of this Agreement the Borrower may obtain for its account Letters of Credit on behalf of any of its Subsidiaries. Each Letter of Credit shall be issued for the purpose of securing the trade payables or other obligations of the Borrower or a Subsidiary or Affiliate of the Borrower and shall be in such form as shall be reasonably acceptable to the Agent and the applicable Issuer and all legal and regulatory matters in respect of each Letter of Credit to be issued by an Issuer shall be reasonably satisfactory to such Issuer and its counsel. Each Issuer will immediately notify the Agent of the issuance of a standby or trade letter of credit (each a “Letter of Credit”) on behalf Credit by such Issuer and immediately provide a copy of itself or another Loan Party, or the amendment or extension of an existing each Letter of Credit, Credit issued by delivering or having such other Loan Party deliver Issuer to the Issuing Lender (with Agent; provided that the failure to so notify the Agent or so provide a copy to the Administrative Agent) a completed application 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 agreement for letters of creditconditions hereof, or upon the 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 agreed to by the Issuing Lender, in advance of the proposed Borrower, if First Chicago is the designated Issuer, First Chicago shall issue the applicable Letter of Credit and if any other Tranche A 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. Promptly after receipt of any letter of credit application, the Issuing Lender shall confirm with currency (which may be U.S. Dollars, Canadian Dollars or Pounds Sterling) and the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy beneficiary of such each Letter of Credit application shall be as specified by the Borrower in a written Issuance Request delivered to the Agent and if notthe applicable Issuer (by messenger, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lendermail or electronic transmission, Administrative Agent or the Borrower, at least one day including facsimile transmission) not less than two (2) Business Days prior to the requested date of issuance. Within ten (10) days after the beginning of each month, amendment or extension the Agent shall give each Tranche A Lender written notice of the applicable Letter of Credit, that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of all Letters of Credit] is not satisfied, then, subject to Credit issued during the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter preceding month. The Letters of Credit shall (A) not have a maximum maturity of twelve (12) months from the an expiration date of issuance, and (B) in no event expire later than 5:00 p.m. (Chicago time) on the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (the “Letter of Credit Sublimit”) or (ii) the Tranche A 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 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 or any amendment to a Letter of Credit to 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 or amendmentTermination Date.
Appears in 1 contract
Samples: Credit Agreement (NGC Corp)
Issuance of Letters of Credit. (i) The Borrower may at any time prior to applicant shall give an Issuing Bank and the Expiration Date request the issuance of a standby or 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 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 agreed to by the Issuing Lender, in advance of 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 writing) written notice that the Administrative Agent it has received a copy of such Letter of Credit application and if not, selected such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, at least one day prior Bank 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit 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 agree such shorter notice as may be acceptable to such amendment or extension, provided Issuing Bank and the Agent. Such notice shall be irrevocable unless and until such request is denied by the applicable Issuing Bank and shall specify (A) that each the requested Letter of Credit shall (A) have is either a maximum maturity Commercial Letter of twelve (12) months from the date Credit or a Standby Letter of issuanceCredit, and (B) in no event expire later than that such Letter of Credit is solely for the Expiration Date account of the Borrower applicant or the name of the Subsidiary of such Borrower which is jointly and provided further that in no event shall severally applying for such Letter of Credit, (iC) the stated amount and currency of the Letter of Credit Obligations exceedrequested, at any one time, $20,000,000 (the “Letter of Credit Sublimit”) or (iiD) 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 effective date (which shall be deemed to be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions Business Day) of Lending and Issuance of Letters of Credit] after giving effect to the requested issuance, amendment or extension issuance of such Letter of Credit. Promptly after its delivery of any , (E) the date on which such Letter of Credit or is to expire (which shall be a Business Day and no later than the earlier of one (1) year after the date of issuance (without regard to any amendment automatic renewal provisions thereof) and 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, (H) the Revolving Credit Availability (calculated in the applicable currency) at such time, (I) the amount of the then outstanding Letter of Credit Obligations, and (J) if such Letter of Credit is to be denominated in an Alternative Currency, the amount by which the Multicurrency Sublimit exceeds the aggregate Revolving Credit Obligations denominated in Alternative Currencies (calculated in Dollars). Such Issuing Bank shall notify the Agent immediately upon receipt of a written notice from a Borrower requesting that a Letter of Credit to be issued, or that an existing Letter of Credit be extended or amended and, upon the beneficiary thereofAgent's request therefor, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent send a true and complete copy of such Letter of Credit or amendmentnotice to the Agent.
Appears in 1 contract
Issuance of Letters of Credit. (i) The Borrower may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “Letter of Credit”) Representative, on behalf of itself any U.S. Borrower, either for the support of any obligations of any U.S. Borrower’s or another Loan Partyany Restricted Subsidiary thereof, may request an Issuing Bank to issue or cause the amendment issuance, amendment, or extension of an existing a Letter of Credit, Credit by delivering or having such other Loan Party deliver to the Issuing Lender (Bank, with a copy to Administrative Agent at the Administrative Agent) a completed application and agreement for letters of creditPayment Office, or request for such amendment or extensionprior to 12:00 p.m., 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 DaysDays prior to the proposed date of issuance, amendment, or extension (or such shorter period as may be agreed to by the Issuing LenderBank and Administrative Agent), in advance such Issuing Bank’s form of Letter of Credit Application (the proposed date “Letter of issuance. Promptly after receipt Credit Application”) completed to the satisfaction of any letter of credit applicationAdministrative Agent and the Issuing Bank (which shall include, among other things, the Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy amount of such Letter of Credit application and if notCredit); and, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lenderother certificates, documents and other papers and information as Administrative Agent or the Borrower, 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 requested date of issuance, amendment or extension of the applicable Letter of Credit, from Administrative Agent or any Lender that one or more of the 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 Section 4.02 of this Section 2.8, Agreement have not been satisfied or the Issuing Lender or commitments of Lenders to make Revolving Loans hereunder have been terminated for any of the Issuing Lender’s Affiliates will issue a reason. (ii) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or agree to such amendment or extension, provided that each Letter acceptances of Credit shall usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (Aii) have a maximum maturity of an expiry date not later than twelve (12) months from the after such Letter of Credit’s date of issuance, and (B) provided that a Letter of Credit may include a provision for the automatic extension of the Letter of Credit, but in no event expire later than five (5) Business Days prior to the Expiration Maturity Date and provided further (except that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 may expire up to be a representation by one year beyond 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 or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy of Maturity Date if such Letter of Credit has been Cash Collateralized on or amendmentprior to date of issuance thereof).
Appears in 1 contract
Issuance of Letters of Credit. The Each Borrower may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “Letter of Credit”) on behalf for the account of itself a Borrower (or another Loan Partyjointly for the account of a Borrower and any Insurance Company), 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 Letter of credit, or request for such amendment or extension, as applicableCredit Application, 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 agreed to by the Issuing Lender, in advance of the proposed date of issuance, amendment or extension. Promptly after receipt of any letter a Letter of credit applicationCredit Application, the 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 application 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 the any Borrower, at least one day (1) Business 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] 6 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, (B) be denominated in Dollars and (BC) in no event expire later than the then current Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 300,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request by the a Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that it they shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] 6 after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to the applicable Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment.. Notwithstanding any other provision hereof, the Issuing Lender shall not be required to issue any Letter of Credit if any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Xxxxxx has entered into satisfactory arrangements with the Borrowers or such Defaulting Lender to eliminate the Issuing Lender’s risk with respect to such Defaulting Lender (it being understood that the Issuing Lender would consider the Borrowers or the Defaulting Lender providing Cash Collateral to the Administrative Agent, for the benefit of the Issuing Lender, to secure the Defaulting Xxxxxx’s Ratable Share of the Letter of Credit, a satisfactory arrangement). 2.8.2
Appears in 1 contract
Issuance of Letters of Credit. The Borrower Borrowers may at any time prior to the Expiration Date request the issuance of a standby or 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 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 agreed to by the Issuing Lender, in advance of the proposed date of issuance. Each Letter of Credit shall be a Standby Letter of Credit (and may not be a Commercial Letter of Credit). Promptly after receipt of any letter of credit application, the 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 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 the Borrowerany 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuanceissuance (provided that, subject to the following clause (B), the expiration date thereof may be subject to automatic extension), and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, Ten Million and 00/100 Dollars ($20,000,000 10,000,000.00) (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the lesser of (x) the Revolving Credit CommitmentsCommitments and (y) the Borrowing Base. Each request by the Borrower Borrowers for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that it they 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 or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower Borrowing Agent and Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Universal Stainless & Alloy Products Inc)
Issuance of Letters of Credit. The Each Borrower may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “Letter of Credit”) on behalf for the account of itself a Borrower (or another Loan Partyjointly for the account of a Borrower and any Insurance Company), 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 Letter of credit, or request for such amendment or extension, as applicableCredit Application, 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 agreed to by the Issuing Lender, in advance of the proposed date of issuance, amendment or extension. Promptly after receipt of any letter a Letter of credit applicationCredit Application, the 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 application 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 the any Borrower, at least one day (1) Business 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] 6 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, (B) be denominated in Dollars and (BC) in no event expire later than the then current Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 25,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request by the a Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that it they shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] 6 after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to the applicable Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding any other provision hereof, the Issuing Lender shall not be required to issue any Letter of Credit if any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrowers or such Defaulting Lender to eliminate the Issuing Lender’s risk with respect to such Defaulting Lender (it being understood that the Issuing Lender would consider the Borrowers or the Defaulting Lender providing Cash Collateral to the Administrative Agent, for the benefit of the Issuing Lender, to secure the Defaulting Lender’s Ratable Share of the Letter of Credit, a satisfactory arrangement).
Appears in 1 contract
Issuance of Letters of Credit. The On the Closing Date, the outstanding letters of credit previously issued by any Lender under the Existing 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 be Letters of Credit issued hereunder for the account of the Borrowers for all purposes of this Agreement and the other Loan Documents. Any Borrower may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “"Letter of Credit”") on behalf for its own account or the account of itself or another Loan Party, or the amendment or extension of an existing Letter of Credit, by delivering or transmitting electronically, 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 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. 1:00 p.m. at least five two (52) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance. The Borrower or any Loan Party shall authorize and direct the Issuing Lender to name the Borrower or any Loan Party as the "Applicant" or "Account Party" of each Letter of Credit. Promptly after receipt of any letter of credit application, the 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 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 the Borrowerany 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 2.82.9, the Issuing Lender or any of the Issuing Lender’s 's Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire later than one (1) year beyond the Expiration Date, provided that any Letter of Credit scheduled to expire after the Expiration Date is subject to the requirements in Section 2.9.11 [Cash Collateral Prior to the Expiration Date], and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 40,000,000 (the “"Letter of Credit Sublimit”") or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request by the any Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the such 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 or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to such Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding this Section 2.9.1, the Issuing Lender shall not 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 the Issuing Lender from issuing the Letter of Credit, or any Law applicable 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 the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the 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 the Issuing Lender applicable to letters of credit generally.
Appears in 1 contract
Issuance of Letters of Credit. The Borrower may at any time prior Subject to the Expiration Date request terms and conditions hereof, the issuance LC Issuer agrees, upon receipt of a standby or trade letter of credit (each a “Letter of Credit”) completed and executed proper application, to issue 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 Lenders from time to time by no during the Revolving Commitment Period, commercial and standby Letters of Credit for the account of Borrower. The commercial Letters of Credit shall have an expiration date not later than 10:00 a.m. the earlier of six months from the date of issuance or one day before the expiration of the Revolving Commitment Period. The standby Letters of Credit shall have an expiration date not later than one day before the expiration of the Revolving Commitment Period. The aggregate of the Letters of Credit outstanding plus the aggregate amount of unreimbursed drawings under the Letters of Credit shall not exceed Seven Million Five Hundred Thousand Dollars ($7,500,000). The amount of any Letter of Credit outstanding at least five (5) Business Days, or such shorter period as may any time for all purposes hereof shall be agreed the maximum amount which could be drawn thereunder under any circumstances from and after the date of determination. Each Letter of ------------------------------------------------------------------------------- CREDIT AGREEMENT PAGE 23 Credit issued pursuant to this Agreement and each unreimbursed drawing thereunder shall count against and reduce the Revolving Commitments by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy amount of such Letter of Credit application outstanding unless and if not, until such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent Letter of Credit expires by its terms or otherwise terminates or the Borroweramount of a drawing thereunder is reimbursed, at least one day prior in which event the Revolving Commitments shall be reinstated by the amount of such Letter of Credit or the amount of such reimbursement, as the case may be. Each such Letter of Credit shall conform to the requested date of issuance, amendment or extension general requirements of the applicable LC Issuer for the issuance of such credits, as to form and substance, shall be subject to the Uniform Customs and Practices for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 and shall be a letter of credit which the LC Issuer may lawfully issue. Each payment of a Letter of Credit by the LC Issuer shall be reimbursed by Advances under the Revolving Commitments evidenced by the Revolving Notes. If and to the extent a drawing is at any time made under any Letter of Credit, the LC Issuer shall notify Borrower, the Agent and the other Lenders of such draw 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 Commitments as provided herein. Until demand for reimbursement, such interest shall be calculated at a variable rate per annum equal to the Alternate Base Rate plus the Applicable Margin for Alternate Base Rate Loans, and interest shall be calculated after such demand at a variable rate per annum equal to the Alternate Base Rate plus the Applicable Margin for Alternate Base Rate Loans plus Two Percent (2%). All such interest shall be calculated on the basis that one or more applicable conditions an entire year's interest is earned in Section 7 [Conditions Three Hundred Sixty (360) days. On the date of Lending reimbursement, the LC Issuer shall notify the Agent and Issuance the other Lenders by 12:00 Noon (Cleveland, Ohio time) that Advances under the Revolving Commitments are required to reimburse the LC Issuer. Borrower hereby irrevocably authorizes the Lenders to refinance, without notice to Borrower, the reimbursement Obligation of Letters Borrower arising out of Credit] is not satisfiedany such drawing into Revolving Loans, thenevidenced by the Revolving Notes and for all purposes under, on and subject to the terms and conditions hereof of this Agreement, but without regard to the conditions precedent to making an Advance under the Revolving Commitments or to any requirement of this Agreement that each Revolving Loan be in a minimum amount or multiple; provided, however, that an Advance under the Revolving Commitments in spite of Borrower's failure to satisfy any conditions precedent to making an Advance shall not constitute a waiver of any Default by the Lenders. This Agreement and in reliance on the agreements of the other Loan Documents shall supersede any terms of any letter of credit applications or other documents which are irreconcilably inconsistent with the terms hereof or thereof. By 2:00 p.m. (Cleveland, Ohio time) on each date the Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided have received notice that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (the “Letter of Credit Sublimit”) or (ii) Advances under the Revolving Facility Usage exceed, at any one time, Commitments are required to reimburse the Revolving Credit Commitments. Each request by LC Issuer for draws under the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to 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 , each Lender severally agrees to make its portion of the Revolving Loans then being made by making available to the requested issuanceAgent, amendment either by wire transfer to the Agent's main office in Indianapolis, Indiana, or extension of by deposit to any correspondent account which the Agent may maintain with that Lender, the amount to be advanced by such Letter of CreditLender. Promptly after its delivery of any Letter By 2:30 p.m. (Cleveland, Ohio time) on each such date, the Agent shall reimburse the LC Issuer, but only from funds received by the Agent, the amount paid on Letters of Credit that date, either by wire transfer or any amendment to a Letter of Credit by deposit to the beneficiary thereof, LC Issuer's ------------------------------------------------------------------------------- CREDIT AGREEMENT PAGE 24 correspondent account with the applicable Issuing Lender will also deliver to Borrower Agent (or as otherwise agreed between the LC Issuer and Administrative Agent a true and complete copy of such Letter of Credit or amendmentthe Agent).
Appears in 1 contract
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or 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 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Each Letter of Credit shall (A) have be a maximum maturity letter of twelve credit issued to support obligations of the Company or any of its Subsidiaries, contingent or otherwise, (12B) months from expire on a date not later than one year after the date of issuance, issuance thereof and during the Commitment Period and (BC) be subject to the Uniform Customs and Practice for Documentary Credits (as most recently published by the International Chamber of Commerce at the time of issuance) and, to the extent not inconsistent therewith, the laws of the State in no event expire later than which the Expiration Date and provided further that in no event corporate headquarters of the Issuing Lender is located or such other jurisdiction as is acceptable to the Issuing Lender. The Issuing Lender shall (i) the not at any time be obligated to issue any Letter of Credit Obligations exceedhereunder if (1) such issuance violates any order, at judgment or decree of any one time, $20,000,000 (Governmental Authority that by its terms enjoins or restrains 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 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 issuance of such Letter of Credit. Promptly after its delivery of , (2) any Letter of Credit Applicable Law applicable to the Issuing Lender, the Administrative Agent or any amendment to a Letter Lender or any request or directive (whether or not having the force of Credit to the beneficiary thereoflaw) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy issuance of letters of credit generally, (3) such Letter of Credit in particular shall impose upon it or any Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender or any Lender is not otherwise compensated), or any unreimbursed loss, cost or expense which was not applicable or in effect as of the Closing Date or (4) any Lender is at such time a Defaulting Lender, unless the Issuing Lender has entered into arrangements satisfactory to the Issuing Lender with the Borrowers or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender’s L/C Obligations. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include any amendment, extension, renewal or increase in the stated amount of any existing Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Issuance of Letters of Credit. The 2.9.1.1 On the Closing Date, the outstanding Letters of Credit previously issued by PNC Bank as an "Issuing Bank" under the Existing Credit Agreement that are set forth on Schedule 2.9.1 (the "Existing Letters of Credit") will automatically, without any action on the part of any Person, 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. In addition, subject to the terms and conditions of this Agreement, Borrower may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “"Letter of Credit”") on behalf of itself or another Loan Party, Party or the amendment or extension of an existing Letter of Credit, Person by delivering or having such other Loan Party or Person deliver to the an Issuing Lender Bank (with a copy to the Administrative Paying Agent) a completed application and agreement for letters of credit, or request for such amendment or extension, as applicable, credit and other Issuer Documents in such form as the such Issuing Lender Bank may specify from time to time by no later than 10:00 a.m. 11:00 a.m., Pittsburgh time, at least five three (53) Business Days, or such shorter period as may be agreed to by the such Issuing LenderBank, in advance of the proposed date of issuance. The Borrower shall be a co-applicant and 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 Bank 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 Standby Letter of Credit or a Commercial Letter of Credit. For the avoidance of doubt, the Loan Parties acknowledge that each Letter of Credit issued for the account of Persons other than Loan Parties (even though the Borrower is a co-applicant thereon) shall constitute an Investment and Guaranty, without duplication, and shall be subject to the limitations set forth herein. Promptly after receipt of any letter of credit application, the applicable Issuing Lender Bank shall confirm with the Administrative Paying Agent (by telephone or in writing) that the Administrative Paying Agent has received a copy of such Letter of Credit application and from the Borrower and, if not, such Issuing Lender will Bank shall provide Administrative the Paying Agent with a copy thereofof the application and all of Issuer Documents. Unless the such Issuing Lender Bank has received written notice from any Lender, Administrative the Paying Agent or the Borrowerany Loan Party, at least one day Business Day prior to the requested date of issuance, issuance or amendment or extension of the applicable Letter of Credit, that one or more applicable conditions contained in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is this Agreement shall not then be satisfied, then, subject to such Issuing Bank may issue the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a applicable Letter of Credit or agree to in accordance with its standard customs and practices and such amendment or extension, provided that each Letter of Credit shall (A) have constitute 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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" hereunder. Promptly after its delivery of any Letter of Credit to an advising bank with respect thereto or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender Bank will also deliver to the Borrower and Administrative the Paying Agent a true and complete copy of such Letter of Credit or amendmentCredit.
Appears in 1 contract
Samples: Credit Agreement (Consol Energy Inc)
Issuance of Letters of Credit. The Borrower may (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 Expiration Date request Letter of Credit Maturity Date, each Letter of Credit Issuer (other than those entities that are Letter of Credit Issuers solely by reason of clause (b) of the definition thereof) 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 a standby letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or trade letter any Restricted Subsidiary, letters 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 agreed to approved by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit application Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and if notbe jointly and severally liable, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, at least one day prior respect 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a each Letter of Credit or agree 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 amendment or extensiontime, provided that would exceed the Letter of Credit 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) each Letter of Credit shall have an expiration date occurring no later than the earlier of (Ax) have a maximum maturity of twelve (12) months from one year after the date of issuanceissuance 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 (B) in no event expire later than the Expiration Date and provided further that in no event shall (iy) the Letter of Credit Obligations exceedMaturity Date, at any one time, $20,000,000 (the “Letter of Credit Sublimit”iv) 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 each Letter of Credit shall be deemed to be a representation by the Borrower that it denominated in Dollars, (v) no Letter of Credit shall be in compliance with issued if it would be illegal under any Applicable Law for the preceding sentence and with Section 7 [Conditions beneficiary of Lending and Issuance of Letters of Credit] after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly Credit to have a Letter of Credit issued in its favor, and (vi) no Letter of Credit shall be issued after its delivery of any Letter of Credit or any amendment to Issuer has received a Letter of Credit to written notice from the beneficiary thereofBorrower, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent or the Required Lenders stating that a true Default or an Event of Default has occurred and complete copy of is continuing until such time as such Letter of Credit or amendment.Issuer shall have received a
Appears in 1 contract
Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement and the other Loan Documents, including Section 4.2, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and in reliance on the agreements of the Revolving Lenders set forth in this Section 2.9, the Issuing Lender agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower or any Subsidiary thereof on any Business Day from the Closing Date through but not including the Letter of Credit Expiration Date. The Borrower may at any time prior to the Letter of Credit Expiration Date request the issuance of a standby or trade letter of credit (each a “Letter of Credit”) on behalf of itself or another Loan Party, or the an amendment or extension of an existing a 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 (each a “Letter of Credit Request”) by no later than 10:00 11:00 a.m. at least five (5) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance, amendment or extension. Promptly after receipt of any letter Letter of credit applicationCredit Request, the 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 application Request and if not, such the Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, the Administrative Agent or the Borrowerany Loan Party, at least one (1) day prior to the requested date of issuance, amendment or extension of the applicable Letter of Credit, that one (1) or more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] Article IV 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 2.8, then the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, provided, that a Letter of Credit may contain renewal terms satisfactory to the Issuing Lender, and (B) in no event expire later than the Letter of Credit Expiration Date Date, and provided provided, further that in at no event time shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (exceed the “Letter of Credit Sublimit”) Sublimit or (ii) the Revolving Credit Facility Usage exceed, at any one time, exceed the Revolving Credit Commitments. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower that it shall be in compliance with the 2nd proviso to the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] Article IV after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit 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. The Borrower unconditionally guarantees all obligations of any other Loan Party with respect to Letters of Credit issued by the Issuing Lender for the account of such Loan Party.
Appears in 1 contract
Samples: Credit Agreement (Otelco Inc.)
Issuance of Letters of Credit. The Borrower Borrowers may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “Letter of Credit”) Credit which may be denominated in either Dollars or an Optional Currency, for their own account or on behalf of itself another Loan Party or another a Subsidiary of a 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. 1:00 p.m. at least five three (53) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrowerany 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 2.82.8 [Letter of Credit Subfacility], the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each no Letter of Credit shall have an expiration date after the earlier of (A) have a maximum maturity of twelve eighteen (1218) months from the date of issuance, and (B) in no event expire later than twelve (12) months after the Expiration Date; provided, that the Borrowers shall (x) immediately Cash Collateralize such Letters of Credit outstanding ten (10) days prior to the Expiration Date and in an amount equal to one hundred five percent (105%) of the undrawn amount of such Letters of Credit, on terms reasonably satisfactory to the Issuing Lender or (y) provide other security acceptable to the Issuing Lender in its sole discretion; provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, Seventy-Five Million and 00/100 Dollars ($20,000,000 75,000,000.00), (ii) the “Letter of Credit Obligations of each of PNC and Citizens Bank of Pennsylvania exceed, individually, at any one time, Thirty-Seven Million Five Hundred Thousand and 00/100 Dollars ($37,500,000.00), (iii) the sum of (y) Letter of Credit Obligations denominated in an Optional Currency and (z) the aggregate the Dollar Equivalent of the principal amount of Optional Currency Loans exceed the Optional Currency Sublimit”) , or (iiiv) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request by the Borrower Borrowers for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that it they shall be in compliance with the preceding sentence and with Section 7 7.2 [Conditions of Lending and Issuance of Letters Each Loan or Letter 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 or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower Borrowing Agent and Administrative Agent a true and complete copy of such Letter of Credit or amendment. 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.
Appears in 1 contract
Issuance of Letters of Credit. The Borrower may (a) Subject to and upon the terms and conditions herein set forth, at any time from time to time from and including the Closing Date and prior to the Expiration Date request Revolving Credit Maturity Date, the Administrative Agent agrees to cause the Letter of Credit Issuer to issue (whether through the issuance by Administrative Agent or any of its Affiliates of support agreements, reimbursement agreements, guarantees or otherwise,), upon the request of the Administrative Borrower, and for the account of the Borrowers or any of their Subsidiaries, a standby or 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 copy to the Administrative Agent) a completed application and agreement for letters of credit, or request for such amendment or extension, as applicable, Credit in such form as may be approved by the Issuing Lender may specify from time Letter of Credit Issuer in its reasonable discretion; provided, that each Borrower shall be a co-applicant, and be jointly and severally liable, with respect to time each Letter of Credit issued for the account of any such Subsidiary. Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letters of Credit Outstanding 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 Letters of Credit Outstanding and the Revolving Credit Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) the Administrative Agent shall not have any liability hereunder in the event that the Administrative Agent is unable to cause any Letter of Credit Issuer to issue Letters of Credit hereunder, (iv) no Letter of Credit shall be issued in a stated face amount of less than $200,000 (unless consented to otherwise in writing by the Letter of Credit Issuer in its sole discretion) and (v) each Letter of Credit shall have an expiration date occurring no later than 10:00 a.m. at least the earlier of (A) one (1) year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the Letter of Credit Issuer, and (B) the date that is five (5) Business DaysDays prior to the Revolving Credit Maturity Date; provided, or such shorter period as may be agreed to by that a Letter of Credit may, upon the Issuing Lender, in advance request of the proposed date of issuance. Promptly after receipt of any letter of credit applicationAdministrative Borrower, the Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received include a copy of provision whereby such Letter of Credit application and if not, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, at least one day date that is five (5) Business Days prior to the requested date of issuance, amendment or extension of the applicable Revolving Credit Maturity Date). The Letter of Credit, that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is Credit Issuer shall not satisfied, then, subject be under any obligation to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to if any Lender (unless such amendment or extension, provided that each Lender is the Letter of Credit shall Issuer) is at that time a Defaulting Lender, unless (A) have a maximum maturity of twelve (12) months from after giving effect to the date of issuance, and (B) in no event expire later than the Expiration Date and provided further that in no event shall (ireallocation provisions pursuant to Section 2.15(a)(iv)) the Letter of Credit Obligations exceedIssuer has entered into arrangements, at any one timeincluding the delivery of Cash Collateral, $20,000,000 (satisfactory to the “Letter of Credit Sublimit”Issuer (in its sole discretion) with the Administrative Borrower or (ii) such Lender to eliminate 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 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] Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Defaulting Lender arising from either the Letter of Credit then proposed to be issued or any amendment to a that Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy of such all other Letter of Credit Exposure as to which the Letter of Credit Issuer has actual or amendmentpotential Fronting Exposure, as it may elect in its sole discretion (it being understood and agreed that no such arrangement will be required with respect to Letters of Credit issued by the Letter of Credit Issuer if the Letter of Credit Issuer is a Defaulting Lender).
Appears in 1 contract
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby Standby Letter of Credit or trade letter a Commercial Letter of credit Credit (each a “Letter of Credit”) on behalf of itself itself, Parent or another Loan Partya Subsidiary of the Parent, 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 agreed to by the Issuing Lender, in advance of the proposed date of issuance. The Borrower or any Loan Party shall authorize and direct the Issuing Lender to name the Borrower or any Loan Party as the “Applicant” or “Account Party” of each Letter of Credit. Promptly after receipt of any letter of credit application, the 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 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 the Borrowerany 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 2.82.9, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that that, subject to the following paragraph in this Section 2.9.1, each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 50,000,000 (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 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 or any amendment to a Letter of Credit to 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 or amendment. If the Borrower so requests in any Letter of Credit application, each Issuing Lender shall agree to issue a Letter of Credit that has automatic renewal provisions; provided, however, that any Letter of Credit that has automatic renewal provisions must permit such Issuing Lender to prevent any such 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 day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once any such Letter of Credit that has automatic renewal provisions has been issued, the applicable Lenders shall be deemed to have authorized (but may not require) such Issuing Lender to permit the renewal of such Letter of Credit at any time prior to an expiry date not later than the Expiration Date; provided, however, that such Issuing Lender shall not permit any such renewal if (i) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof, or (ii) it has received notice (which must be in writing) on or before the day that is two (2) Business Days before the date that such Issuing Lender is permitted to send a notice of non-renewal from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is not then satisfied.
Appears in 1 contract
Issuance of Letters of Credit. The Borrower Administrative Borrower, on behalf of the Borrowers, may at any time prior to the Expiration Date request the issuance of a standby or 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, Party by delivering or having such other Loan Party deliver to the Issuing Lender (with a copy to the Administrative Agent) Agent a completed application and agreement for letters of credit, or request for such amendment or extension, as applicable, credit in such form as the Issuing Lender Administrative Agent may specify from time to time by no later than 10:00 a.m. Eastern time at least five (5) Business Days, or such shorter period as may be agreed to by the Issuing LenderAdministrative Agent, in advance of the proposed date of issuance. Each Letter of Credit shall be a Standby Letter of Credit (and may not be a Commercial Letter of Credit). Promptly after receipt of any letter {N0221554 } - 37 - Letter of credit Credit application, the 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 application and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, the Administrative Agent or the Borrowerany 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 2.82.9, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) shall be denominated on Dollars, (B) have a maximum maturity of twelve (12) months from the date of issuance, and (BC) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 3,000,000 (the “Letter of Credit Sublimit”) or ), (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit CommitmentsCommitments or (iii) the Revolving Facility Usage exceed, at any one time, the Maximum Borrowing Base. Each request by the Borrower Administrative Borrower, on behalf of the Borrowers, for the issuance, amendment amendment, or extension of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that it they 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 amendment, or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a any Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower the Administrative Borrower, on behalf of the Borrowers, and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Issuance of Letters of Credit. The (a) From and after the date hereof to but excluding the Letter of Credit Availability Termination Date, each Lender severally agrees, upon the terms and conditions set forth in this Agreement, to issue at the request and for the account of the Borrower, such Lender’s Applicable Percentage of, one or more Letters of Credit for the account of the Borrower may at any time prior to support the obligations of the Corporate Members with respect to the Expiration Date request Supported Syndicate and to increase the issuance stated amount of a standby any Letters of Credit issued hereunder; provided, however, that no Lender shall be under any obligation to issue or trade letter of credit (each a “increase, and the Letter of Credit”) on behalf of itself Credit Agent shall not issue or another Loan Partyincrease, or the amendment or extension of an existing any Letter of Credit, by delivering or having such other Loan Party deliver to Credit if: (i) 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 agreed to by the Issuing Lender, in advance of the proposed expiry 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 writing) that the Administrative Agent has received a copy of such Letter of Credit application and if notwould be after December 31, 2017, (ii) any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over any Lender shall purport by its terms to enjoin or restrain any Lender from issuing or increasing such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, at least one day prior to the requested date of issuance, amendment or extension of the applicable Letter of 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 any Lender prohibit, or request that any Lender refrain from, the issuance of Letters of Credit in particular or shall impose upon any Lender with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Lender is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Lender as of the date of this Agreement and which such Lender in good xxxxx xxxxx material to it, (iii) one or more applicable of the conditions to such issuance or increase contained in Section 7 [Conditions of Lending and Issuance of Letters of Credit] 4.2 is not then satisfied; (iv) after giving effect to such issuance or increase, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter aggregate outstanding amount of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceedwould exceed such Lender’s Commitment; (v) after giving effect to such issuance or increase, at any one time, $20,000,000 (the “aggregate outstanding amount of the Letter of Credit Sublimit”) Obligations would exceed the Aggregate Commitment; or (iiv) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitmentsthere is a Defaulting Lender. Each request by the Borrower for the issuance, amendment or extension of a Letter Letters of Credit shall be deemed to be a representation by denominated, at the Borrower that it shall be Borrower’s option, 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 either Dollars or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to 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 or amendmentPounds.
Appears in 1 contract
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “"Letter of Credit”") on behalf of itself or another Loan Partyany Subsidiary (provided that such Subsidiary also completes any necessary documentation, including a letter of credit application, to the reasonable satisfaction of the Issuing Lender) 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, 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 2.82.9, the Issuing Lender or any of the Issuing Lender’s 's Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuanceissuance (unless the Borrower requests a Letter of Credit with automatic extension provisions, then the maximum maturity shall be the maturity set forth therein), and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 25,000,000 (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 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 or any amendment to a Letter of Credit to 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 or amendment. Notwithstanding the foregoing, the Issuing Lender shall not be under any obligation to issue any Letter of Credit if any Law shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Official Body 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.
Appears in 1 contract
Issuance of Letters of Credit. The Borrower may at any time prior Company shall give written notice to the Expiration Date request Administrative Agent of the proposed issuance (which, for purposes of a standby this Agreement shall, whenever appropriate, include any increase in the amount available to be drawn under or trade letter extension of credit (each a “the term of any Letter of Credit”) on behalf of itself or another Loan Party, or the amendment or extension of an existing each Letter of Credit, by delivering Credit on a Business Day which is at least three Business Days (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 lesser period as the Issuing Lender Issuer may specify from time agree) prior to time by no later than 10:00 a.m. at least five (5) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuanceissuance of such Letter of Credit; provided that the Company shall not be required to give written notice of the extension of the term of a Letter of Credit which has an "evergreen" or automatic renewal provision. Promptly after receipt Each such notice shall be accompanied by a Letter of any letter Credit Application, duly executed by the Company and in all respects reasonably satisfactory to the Issuer, together with such other documentation as the Issuer may reasonably request in support thereof, it being understood that (a) each Letter of credit applicationCredit Application shall specify, among other things, the Issuing Lender shall confirm with date on which the Administrative Agent (by telephone or in writing) that proposed Letter of Credit is to be issued, the Administrative Agent has received a copy expiration date of such Letter of Credit 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 the Borrower, at least one day (which shall not be later than 22 days prior to the scheduled Termination Date), the face amount of such Letter of Credit, the currency in which such Letter of Credit is to be denominated (which shall be an Available Currency), the name and address of the beneficiary of such Letter of Credit and whether such Letter of Credit is to be transferable in whole or in part; and (b) the Company shall not request, and the Issuer shall not issue, any Letter of Credit if the aggregate Stated Amount of all Letters of Credit having expiration dates after any Commitment Reduction Date plus the aggregate principal amount of all Eurocurrency Loans having Interest Periods ending after such date would exceed the Aggregate Commitment Amount scheduled to be in effect after giving effect to the reduction on such date. Subject to the satisfaction of the conditions precedent set forth in Section 11 with respect to the issuance of such Letter of Credit, the Issuer shall issue such Letter of Credit on the requested issuance date. With respect to any Letter of Credit which contains any "evergreen" or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless such Lender shall have provided to the Administrative Agent, not less than 30 days prior to the last date of issuance, amendment or extension on which the Issuer can in accordance with the terms of the applicable Letter of Credit, that one Credit decline to extend 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 renew such Letter of Credit. Promptly after its delivery of , written notice that it declines to consent to any Letter of Credit extension or any amendment to a Letter of Credit to 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 or amendmentrenewal.
Appears in 1 contract
Issuance of Letters of Credit. The (a) On the Closing Date, the outstanding Letters of Credit previously issued by PNC as an “Issuing Lender” under the Existing 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 be Letters of Credit issued hereunder for the account of the Borrower for all purposes of this Agreement and the other Loan Documents. In addition, subject to the terms and conditions of this Agreement, Borrower may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “Letter of Credit”) on behalf of itself or another Loan Party, Party or the amendment or extension of an existing Letter of Credit, any Affiliate thereof by delivering or having such other Loan Party or such Affiliate 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, credit and other Issuer Documents in such form as the Issuing Lender may specify from time to time by no later than 10:00 11:00 a.m. at least five three (53) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance. Promptly after receipt The Borrower shall be a co-applicant and a co-obligor with respect to each Letter of Credit issued for the account of any letter other Loan Party or such Affiliate, in which case each of credit application, the Issuing Lender shall confirm co-applicants and co-obligors will have joint and several liability with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of respect to any such Letter of Credit application and if not, such Credit. The Issuing Lender will provide Administrative Agent with a copy thereofand 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. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, 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 Credit may be issued in the terms and conditions hereof and in reliance on the agreements form of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Standby Letter of Credit or agree to such amendment or extensiona Commercial Letter of Credit. Letters of Credit shall only be issued in U.S. Dollars. For the avoidance of doubt, provided 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 co-applicant thereon) shall (A) have a maximum maturity of twelve (12) months from the date of issuanceconstitute an Investment and Guaranty, without duplication, and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (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 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 subject to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to 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 or amendmentlimitations set forth herein.
Appears in 1 contract
Samples: Joinder and Assumption Agreement (CONSOL Energy Inc)
Issuance of Letters of Credit. (i) The Borrower may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “Letter of Credit”) on behalf of itself or another Loan Party, or the amendment or extension of shall give 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 Bank 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 agreed to by the Issuing Lender, in advance of 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 writing) written notice that the Administrative Agent it has received a copy of such Letter of Credit application and if not, selected such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or the Borrower, at least one day prior Bank 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 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit 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 agree such shorter notice as may be acceptable to such amendment or extension, provided Issuing Bank and the Administrative Agent. Such notice shall be irrevocable unless and until such request is denied by the applicable Issuing Bank and shall specify (A) that each the requested Letter of Credit shall (A) have is either a maximum maturity Commercial Letter of twelve (12) months from the date Credit or a Standby Letter of issuanceCredit, and (B) in no event expire later than that such Letter of Credit is solely for the Expiration Date account of the Borrower or the name of the Subsidiary of the Borrower which is jointly and provided further that in no event shall severally applying for such Letter of Credit, (iC) the stated amount of the Letter of Credit Obligations exceedrequested, at any one time(D) the effective date (which shall be a Business Day) of issuance of such Letter of Credit, $20,000,000 (E) the “date on which such Letter of Credit Sublimit”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, (H) the Availability at such time, and (I) the amount of the then outstanding Letter of Credit Obliga- tions. Such Issuing Bank shall notify the Administrative Agent immediately upon receipt of a written notice from the Borrower requesting that a Letter of Credit be issued, or that an existing Letter of Credit be extended or amended and, upon the Administrative Agent's request therefor, send a copy of such notice to the Administrative Agent. (ii) The Issuing Bank shall give (A) the Revolving Facility Usage exceedAdministrative Agent written notice, at any one timeor telephonic notice confirmed promptly thereafter in writing, the Revolving Credit Commitments. Each request by the Borrower for of the issuance, amendment or extension of a Letter of Credit shall be deemed to be and (B) promptly after issuance thereof, provide the Administrative Agent with a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions copy 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 each Letter of Credit or any issued and each amendment to a Letter of Credit to 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 or amendmentthereto.
Appears in 1 contract
Samples: Credit Agreement (Rhi Holdings Inc)
Issuance of Letters of Credit. The Borrower Borrowers may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (a “Standby Letter of Credit”) or Commercial Letter of Credit (each a “Letter of Credit”) denominated in Dollars on behalf of itself or another Loan PartyParty or any other Subsidiary of the Parent Company, 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 agreed to by the Issuing Lender, in advance of 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 writing) that the Administrative Agent has received a copy of such Letter of Credit 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 the Borrower, 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 Subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8hereof, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, except in the case of an Evergreen Letter of Credit, and (B) in no event expire later than the date which is 364 days after the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 10,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit CommitmentsCommitment. Each request by the Borrower Borrowers for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that it they 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 or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent Borrowers a true and complete copy of such Letter of Credit or amendment. Upon the request of the Lender (i) if the Lender has honored any full or partial drawing request under any Letter of Credit and has not been reimbursed therefor as required in this Agreement, or (ii) if, on the Expiration Date, any Letter of Credit Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then outstanding amount of all Letter of Credit Obligations. The Borrowers hereby grant to the Lender a security interest in all cash collateral pledged pursuant to this Section or otherwise under this Agreement.
Appears in 1 contract
Issuance of Letters of Credit. The Borrower may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “Letter of Credit”) on behalf of itself or itself, another Loan PartyParty or a Subsidiary, 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 agreed to by the Issuing Lender, in advance of the proposed date of issuance. In the event that a Letter of Credit is requested on behalf of a Subsidiary that is not a Loan Party, the applicant or co-applicant shall be either Borrower or another Loan Party. Promptly after receipt of any letter of credit application, the 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 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 the Borrowerany 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 2.82.9, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit 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 in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 15,000,000 (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 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 or any amendment to a Letter of Credit to 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 or amendment. From and after the Closing Date, the letters of credit issued by PNC under the Existing Credit Agreement which are set forth on Schedule 2.8 (the “Existing Letters of Credit”) shall be deemed to have been issued under this Agreement and shall each constitute a “Letter of Credit” in all respects for purposes of this Agreement. On the Closing Date, each Lender, other than PNC, shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from PNC as Issuing Bank a participation in such Existing Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under such Existing Letter of Credit and the amount of such drawing, respectively. The provisions of Section 2.9.7 shall apply to the Existing Letters of Credit, including with respect to any drawing thereunder, mutatis mutandis. Notwithstanding any other provision hereof, no Issuing Lender shall be required to issue any Letter of Credit, if any Lender is at such time a Defaulting Lender hereunder, unless such Issuing Lender is satisfied that it will have no Fronting Exposure after giving effect thereto (it being understood that the Issuing Lender would consider the Borrower or such Defaulting Lender providing cash collateral to the Administrative Agent, for the benefit of the Issuing Lender, to secure the Defaulting Lender’s Ratable Share of the Letter of Credit, a satisfactory arrangement).
Appears in 1 contract
