Procedure for Competitive Loan Borrowing. (a) The relevant Borrower shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four Business Days prior to the proposed Borrowing Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate Competitive Loan Request). Each Competitive Loan Request may solicit bids for Competitive Loans in an aggregate principal amount of $20,000,000 or an integral multiple of $5,000,000 in excess thereof and having not more than three alternative maturity dates. The maturity date for each Fixed Rate Competitive Loan shall be not less than 14 days nor more than 180 days after the Borrowing Date therefor and the maturity date for each Index Rate Competitive Loan shall be not less than one month nor more than six months after the Borrowing Date therefor, and in any event shall be not later than the Termination Date. The Administrative Agent shall notify each Competitive Loan Lender promptly by facsimile transmission of the contents of each Competitive Loan Request received by the Administrative Agent. (b) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, each Competitive Loan Lender may elect, in its sole discretion, to offer irrevocably, subject to Section 5, to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin determined by such Competitive Loan Lender in its sole discretion for each such Competitive Loan. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 A.M. (New York City time) on the day that is three Business Days before the proposed Borrowing Date, setting forth: (i) the maximum amount of Competitive Loans for each maturity date and the aggregate maximum amount of Competitive Loans for all maturity dates which such Competitive Loan Lender would be willing to make (which amounts may, subject to Section 2.7, exceed such Competitive Loan Lender’s Revolving Credit Commitment); and (ii) the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan. The Administrative Agent shall advise the relevant Borrower before 11:00 A.M. (New York City time) on the date which is three Business Days before the proposed Borrowing Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent, in its capacity as a Competitive Loan Lender, shall elect, in its sole discretion, to make any such Competitive Loan Offer, it shall advise the relevant Borrower of the contents of its Competitive Loan Offer before 10:15 A.M. (New York City time) on the date which is three Business Days before the proposed Borrowing Date. (c) In the case of a Fixed Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, each Competitive Loan Lender may elect, in its sole discretion, to offer irrevocably, subject to Section 5, to make one or more Competitive Loans at a rate of interest determined by such Competitive Loan Lender in its sole discretion for each such Competitive Loan. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent before 9:30 A.M. (New York City time) on the proposed Borrowing Date, setting forth: (i) the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to Section 2.7, exceed such Competitive Loan Lender’s Revolving Credit Commitment); and (ii) the rate of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan. The Administrative Agent shall advise the relevant Borrower before 10:00 A.M. (New York City time) on the proposed Borrowing Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent, in its capacity as a Competitive Loan Lender, shall elect, in its sole discretion, to make any such Competitive Loan Offer, it shall advise the relevant Borrower of the contents of its Competitive Loan Offer before 9:15 A.M. (New York City time) on the proposed Borrowing Date. (d) Before 11:30 A.M. (New York City time) three Business Days before the proposed Borrowing Date (in the case of Index Rate Competitive Loans) and before 10:30 A.M. (New York City time) on the proposed Borrowing Date (in the case of Fixed Rate Competitive Loans), the relevant Borrower, in its absolute discretion, shall: (i) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (ii) by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation in writing or by facsimile transmission) (1) subject to the provisions of Section 2.8(e), accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to Section 2.8(b) or Section 2.8(c), as the case may be, of the amount of Competitive Loans for each relevant maturity date and (2) reject any remaining offers made by Competitive Loan Lenders pursuant to Section 2.8(b) or Section 2.8(c), as the case may be. (e) Each Borrower’s acceptance of Competitive Loans in response to any Competitive Loan Request shall be subject to the following limitations: (i) The amount of Competitive Loans accepted for each maturity date specified by any Competitive Loan Lender in its Competitive Loan Offer shall not exceed the maximum amount for such maturity date specified in such Competitive Loan Offer; (ii) the aggregate amount of Competitive Loans accepted for all maturity dates specified by any Competitive Loan Lender in its Competitive Loan Offer shall not exceed the aggregate maximum amount specified in such Competitive Loan Offer for all such maturity dates; (iii) a Borrower may not accept offers for Competitive Loans for any maturity date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request; and (iv) if a Borrower accepts any of such offers, (1) it must accept such offers based solely upon pricing for such relevant maturity date (including any amounts which shall be payable to the relevant Competitive Loan Lender in respect of the relevant Competitive Loans pursuant to Section 2.17) and upon no other criteria whatsoever and (2) if (x) two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and such Borrower accepts any of such offers but does not wish to (or by reason of the limitations set forth in Section 2.7 or in this Section 2.8, cannot) borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, such Borrower shall accept offers from all of such Competitive Loan Lenders in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that Competitive Loans made by a Competitive Loan Lender on a Borrowing Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof) or (y) a Competitive Loan Lender submits offers for multiple maturity dates specifying a maximum aggregate principal amount for all maturity dates, and the relevant Borrower accepts offers from such Competitive Loan Lender for more than one maturity date, then such Borrower shall instruct the Administrative Agent how to apportion such Borrower’s acceptances among such offers for different maturity dates to the extent, if any, necessary to provide for acceptance of offers from such Competitive Loan Lender equal to but not exceeding such specified maximum aggregate amount. (v) If the relevant Borrower notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to Section 2.8(d)(i), the Administrative Agent shall give prompt telephone notice thereof to the Competitive Loan Lenders. (f) If the relevant Borrower accepts pursuant to Section 2.8(d)(ii) one or more of the offers made by any one or more Competitive Loan Lenders, the Administrative Agent promptly shall notify each Competitive Loan Lender which has made such a Competitive Loan Offer of (i) the aggregate amount of such Competitive Loans to be made on such Borrowing Date for each maturity date, (ii) the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan Lender and (iii) in the case of Index Rate Competitive Loans, the Applicable Index Rate in respect thereof. Before 12:00 Noon (New York City time) on the Borrowing Date specified in the applicable Competitive Loan Request, each Competitive Loan Lender whose Competitive Loan Offer has been accepted shall make available to the Administrative Agent at its office set forth in Section 11.2 the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the relevant Borrower as soon as practicable on such date at the Administrative Agent’s aforesaid address. As soon as practicable after each Borrowing Date, the Administrative Agent shall notify each Competitive Loan Lender of the aggregate amount of Competitive Loans advanced on such Borrowing Date, the respective maturity dates thereof and the respective interest rates applicable thereto. (g) Nothing in Section 2.7 or this Section 2.8 shall be construed as a right of first offer in favor of the Lenders or to otherwise limit the ability of any Borrower to request and accept credit facilities from any Person (including any of the Lenders).

Appears in 3 contracts

Samples: Credit Agreement (Ibm Credit LLC), Credit Agreement (International Business Machines Corp), Credit Agreement (International Business Machines Corp)

Procedure for Competitive Loan Borrowing. (a) The relevant Borrower shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four Business Days prior to the proposed Borrowing Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 ~~A.M.~~ a.m. (New York City time) one Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate Competitive Loan Request). Each Competitive Loan Request may solicit bids for Competitive Loans in an aggregate principal amount of $20,000,000 or an integral multiple of $5,000,000 in excess thereof and having not more than three alternative maturity dates. The maturity date for each Fixed Rate Competitive Loan shall be not less than 14 days nor more than 180 days after the Borrowing Date therefor and the maturity date for each Index Rate Competitive Loan shall be not less ~~than~~ thanthe day ending one month nor more ~~than~~ than, three or six months after the Borrowing Date therefor, and in any event shall be not later than the Termination Date. The Administrative Agent shall notify each Competitive Loan Lender promptly by facsimile transmission of the contents of each Competitive Loan Request received by the Administrative Agent. (b) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, each Competitive Loan Lender may elect, in its sole discretion, to offer irrevocably, subject to Section 5, to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin determined by such Competitive Loan Lender in its sole discretion for each such Competitive Loan. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 ~~A.M.~~ a.m. (New York City time) on the day that is three Business Days before the proposed Borrowing Date, setting forth: (i) the maximum amount of Competitive Loans for each maturity date and the aggregate maximum amount of Competitive Loans for all maturity dates which such Competitive Loan Lender would be willing to make (which amounts may, subject to Section 2.7, exceed such Competitive Loan Lender’s Revolving Credit Commitment); and (ii) the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan. The Administrative Agent shall advise the relevant Borrower before 11:00 ~~A.M.~~ a.m. (New York City time) on the date which is three Business Days before the proposed Borrowing Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent, in its capacity as a Competitive Loan Lender, shall elect, in its sole discretion, to make any such Competitive Loan Offer, it shall advise the relevant Borrower of the contents of its Competitive Loan Offer before 10:15 ~~A.M.~~ a.m. (New York City time) on the date which is three Business Days before the proposed Borrowing Date. (c) In the case of a Fixed Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, each Competitive Loan Lender may elect, in its sole discretion, to offer irrevocably, subject to Section 5, to make one or more Competitive Loans at a rate of interest determined by such Competitive Loan Lender in its sole discretion for each such Competitive Loan. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent before 9:30 ~~A.M.~~ a.m. (New York City time) on the proposed Borrowing Date, setting forth: (i) the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to Section 2.7, exceed such Competitive Loan Lender’s Revolving Credit Commitment); and (ii) the rate of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan. The Administrative Agent shall advise the relevant Borrower before 10:00 ~~A.M.~~ a.m. (New York City time) on the proposed Borrowing Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent, in its capacity as a Competitive Loan Lender, shall elect, in its sole discretion, to make any such Competitive Loan Offer, it shall advise the relevant Borrower of the contents of its Competitive Loan Offer before 9:15 ~~A.M.~~ a.m. (New York City time) on the proposed Borrowing Date. (d) Before 11:30 ~~A.M.~~ a.m. (New York City time) three Business Days before the proposed Borrowing Date (in the case of Index Rate Competitive Loans) and before 10:30 ~~A.M.~~ a.m. (New York City time) on the proposed Borrowing Date (in the case of Fixed Rate Competitive Loans), the relevant Borrower, in its absolute discretion, shall: (i) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (ii) by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation in writing or by facsimile transmission) (1) subject to the provisions of Section 2.8(e), accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to Section 2.8(b) or Section 2.8(c), as the case may be, of the amount of Competitive Loans for each relevant maturity date and (2) reject any remaining offers made by Competitive Loan Lenders pursuant to Section 2.8(b) or Section 2.8(c), as the case may be. (e) Each Borrower’s acceptance of Competitive Loans in response to any Competitive Loan Request shall be subject to the following limitations: (i) ~~The~~ the amount of Competitive Loans accepted for each maturity date specified by any Competitive Loan Lender in its Competitive Loan Offer shall not exceed the maximum amount for such maturity date specified in such Competitive Loan Offer; (ii) the aggregate amount of Competitive Loans accepted for all maturity dates specified by any Competitive Loan Lender in its Competitive Loan Offer shall not exceed the aggregate maximum amount specified in such Competitive Loan Offer for all such maturity dates; (iii) a Borrower may not accept offers for Competitive Loans for any maturity date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request; and (iv) if a Borrower accepts any of such offers, (1) it must accept such offers based solely upon pricing for such relevant maturity date (including any amounts which shall be payable to the relevant Competitive Loan Lender in respect of the relevant Competitive Loans pursuant to Section 2.17) and upon no other criteria whatsoever and (2) if (x) two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and such Borrower accepts any of such offers but does not wish to (or by reason of the limitations set forth in Section 2.7 or in this Section 2.8, cannot) borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, such Borrower shall accept offers from all of such Competitive Loan Lenders in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that Competitive Loans made by a Competitive Loan Lender on a Borrowing Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof) or (y) a Competitive Loan Lender submits offers for multiple maturity dates specifying a maximum aggregate principal amount for all maturity dates, and the relevant Borrower accepts offers from such Competitive Loan Lender for more than one maturity date, then such Borrower shall instruct the Administrative Agent how to apportion such Borrower’s acceptances among such offers for different maturity dates to the extent, if any, necessary to provide for acceptance of offers from such Competitive Loan Lender equal to but not exceeding such specified maximum aggregate amount. (v) If the relevant Borrower notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to Section 2.8(d)(i), the Administrative Agent shall give prompt telephone notice thereof to the Competitive Loan Lenders. (f) If the relevant Borrower accepts pursuant to Section 2.8(d)(ii) one or more of the offers made by any one or more Competitive Loan Lenders, the Administrative Agent promptly shall notify each Competitive Loan Lender which has made such a Competitive Loan Offer of (i) the aggregate amount of such Competitive Loans to be made on such Borrowing Date for each maturity date, (ii) the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan Lender and (iii) in the case of Index Rate Competitive Loans, the Applicable Index Rate in respect thereof. Before 12:00 Noon (New York City time) on the Borrowing Date specified in the applicable Competitive Loan Request, each Competitive Loan Lender whose Competitive Loan Offer has been accepted shall make available to the Administrative Agent at its office set forth in Section 11.2 the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the relevant Borrower as soon as practicable on such date at the Administrative Agent’s aforesaid address. As soon as practicable after each Borrowing Date, the Administrative Agent shall notify each Competitive Loan Lender of the aggregate amount of Competitive Loans advanced on such Borrowing Date, the respective maturity dates thereof and the respective interest rates applicable thereto. (g) Nothing in Section 2.7 or this Section 2.8 shall be construed as a right of first offer in favor of the Lenders or to otherwise limit the ability of any Borrower to request and accept credit facilities from any Person (including any of the Lenders).

Appears in 2 contracts

Samples: Five Year Credit Agreement (International Business Machines Corp), Three Year Credit Agreement (International Business Machines Corp)

Procedure for Competitive Loan Borrowing. (a) The relevant Borrower shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four Business Days prior to the proposed Borrowing Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 ~~A.M.~~ a.m. (New York City time) one Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate Competitive Loan Request). Each Competitive Loan Request may solicit bids for Competitive Loans in an aggregate principal amount of $20,000,000 or an integral multiple of $5,000,000 in excess thereof and having not more than three alternative maturity dates. The maturity date for each Fixed Rate Competitive Loan shall be not less than 14 days nor more than 180 days after the Borrowing Date therefor and the maturity date for each Index Rate Competitive Loan shall be not less than one month nor more than six months after the Borrowing Date therefor, and in any event shall be not later than the Termination Date. The Administrative Agent shall notify each Competitive Loan Lender promptly by facsimile transmission of the contents of each Competitive Loan Request received by the Administrative Agent. (b) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, each Competitive Loan Lender may elect, in its sole discretion, to offer irrevocably, subject to Section 5, to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin determined by such Competitive Loan Lender in its sole discretion for each such Competitive Loan. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 ~~A.M.~~ a.m. (New York City time) on the day that is three Business Days before the proposed Borrowing Date, setting forth: (i) the maximum amount of Competitive Loans for each maturity date and the aggregate maximum amount of Competitive Loans for all maturity dates which such Competitive Loan Lender would be willing to make (which amounts may, subject to Section 2.7, exceed such Competitive Loan Lender’s Revolving Credit Commitment); and (ii) the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan. The Administrative Agent shall advise the relevant Borrower before 11:00 ~~A.M.~~ a.m. (New York City time) on the date which is three Business Days before the proposed Borrowing Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent, in its capacity as a Competitive Loan Lender, shall elect, in its sole discretion, to make any such Competitive Loan Offer, it shall advise the relevant Borrower of the contents of its Competitive Loan Offer before 10:15 ~~A.M.~~ a.m. (New York City time) on the date which is three Business Days before the proposed Borrowing Date. (c) In the case of a Fixed Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, each Competitive Loan Lender may elect, in its sole discretion, to offer irrevocably, subject to Section 5, to make one or more Competitive Loans at a rate of interest determined by such Competitive Loan Lender in its sole discretion for each such Competitive Loan. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent before 9:30 ~~A.M.~~ a.m. (New York City time) on the proposed Borrowing Date, setting forth: (i) the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to Section 2.7, exceed such Competitive Loan Lender’s Revolving Credit Commitment); and (ii) the rate of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan. The Administrative Agent shall advise the relevant Borrower before 10:00 ~~A.M.~~ a.m. (New York City time) on the proposed Borrowing Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent, in its capacity as a Competitive Loan Lender, shall elect, in its sole discretion, to make any such Competitive Loan Offer, it shall advise the relevant Borrower of the contents of its Competitive Loan Offer before 9:15 ~~A.M.~~ a.m. (New York City time) on the proposed Borrowing Date. (d) Before 11:30 ~~A.M.~~ a.m. (New York City time) three Business Days before the proposed Borrowing Date (in the case of Index Rate Competitive Loans) and before 10:30 ~~A.M.~~ a.m. (New York City time) on the proposed Borrowing Date (in the case of Fixed Rate Competitive Loans), the relevant Borrower, in its absolute discretion, shall: (i) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (ii) by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation in writing or by facsimile transmission) (1) subject to the provisions of Section 2.8(e), accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to Section 2.8(b) or Section 2.8(c), as the case may be, of the amount of Competitive Loans for each relevant maturity date and (2) reject any remaining offers made by Competitive Loan Lenders pursuant to Section 2.8(b) or Section 2.8(c), as the case may be. (e) Each Borrower’s acceptance of Competitive Loans in response to any Competitive Loan Request shall be subject to the following limitations: (i) ~~The~~ the amount of Competitive Loans accepted for each maturity date specified by any Competitive Loan Lender in its Competitive Loan Offer shall not exceed the maximum amount for such maturity date specified in such Competitive Loan Offer; (ii) the aggregate amount of Competitive Loans accepted for all maturity dates specified by any Competitive Loan Lender in its Competitive Loan Offer shall not exceed the aggregate maximum amount specified in such Competitive Loan Offer for all such maturity dates; (iii) a Borrower may not accept offers for Competitive Loans for any maturity date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request; and (iv) if a Borrower accepts any of such offers, (1) it must accept such offers based solely upon pricing for such relevant maturity date (including any amounts which shall be payable to the relevant Competitive Loan Lender in respect of the relevant Competitive Loans pursuant to Section 2.17) and upon no other criteria whatsoever and (2) if (x) two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and such Borrower accepts any of such offers but does not wish to (or by reason of the limitations set forth in Section 2.7 or in this Section 2.8, cannot) borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, such Borrower shall accept offers from all of such Competitive Loan Lenders in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that Competitive Loans made by a Competitive Loan Lender on a Borrowing Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof) or (y) a Competitive Loan Lender submits offers for multiple maturity dates specifying a maximum aggregate principal amount for all maturity dates, and the relevant Borrower accepts offers from such Competitive Loan Lender for more than one maturity date, then such Borrower shall instruct the Administrative Agent how to apportion such Borrower’s acceptances among such offers for different maturity dates to the extent, if any, necessary to provide for acceptance of offers from such Competitive Loan Lender equal to but not exceeding such specified maximum aggregate amount. (v) If the relevant Borrower notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to Section 2.8(d)(i), the Administrative Agent shall give prompt telephone notice thereof to the Competitive Loan Lenders. (f) If the relevant Borrower accepts pursuant to Section 2.8(d)(ii) one or more of the offers made by any one or more Competitive Loan Lenders, the Administrative Agent promptly shall notify each Competitive Loan Lender which has made such a Competitive Loan Offer of (i) the aggregate amount of such Competitive Loans to be made on such Borrowing Date for each maturity date, (ii) the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan Lender and (iii) in the case of Index Rate Competitive Loans, the Applicable Index Rate in respect thereof. Before 12:00 Noon (New York City time) on the Borrowing Date specified in the applicable Competitive Loan Request, each Competitive Loan Lender whose Competitive Loan Offer has been accepted shall make available to the Administrative Agent at its office set forth in Section 11.2 the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the relevant Borrower as soon as practicable on such date at the Administrative Agent’s aforesaid address. As soon as practicable after each Borrowing Date, the Administrative Agent shall notify each Competitive Loan Lender of the aggregate amount of Competitive Loans advanced on such Borrowing Date, the respective maturity dates thereof and the respective interest rates applicable thereto. (g) Nothing in Section 2.7 or this Section 2.8 shall be construed as a right of first offer in favor of the Lenders or to otherwise limit the ability of any Borrower to request and accept credit facilities from any Person (including any of the Lenders).

Appears in 2 contracts

Samples: Five Year Credit Agreement (International Business Machines Corp), Credit Agreement (International Business Machines Corp)

Procedure for Competitive Loan Borrowing. (a) The relevant Borrower shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four Business Days prior to the proposed Borrowing Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 ~~A.M.~~ a.m. (New York City time) one Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate Competitive Loan Request). Each Competitive Loan Request may solicit bids for Competitive Loans in an aggregate principal amount of $20,000,000 or an integral multiple of $5,000,000 in excess thereof and having not more than three alternative maturity dates. The maturity date for each Fixed Rate Competitive Loan shall be not less than 14 days nor more than 180 days after the Borrowing Date therefor and the maturity date for each Index Rate Competitive Loan shall be not less than one month nor more than six months after the Borrowing Date therefor, and in any event shall be not later than the Termination Date. The Administrative Agent shall notify each Competitive Loan Lender promptly by facsimile transmission of the contents of each Competitive Loan Request received by the Administrative Agent. (b) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, each Competitive Loan Lender may elect, in its sole discretion, to offer irrevocably, subject to Section 5, to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin determined by such Competitive Loan Lender in its sole discretion for each such Competitive Loan. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 ~~A.M.~~ a.m. (New York City time) on the day that is three Business Days before the proposed Borrowing Date, setting forth: (i) the maximum amount of Competitive Loans for each maturity date and the aggregate maximum amount of Competitive Loans for all maturity dates which such Competitive Loan Lender would be willing to make (which amounts may, subject to Section 2.7, exceed such Competitive Loan Lender’s Revolving Credit Commitment); and (ii) the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan. The Administrative Agent shall advise the relevant Borrower before 11:00 ~~A.M.~~ a.m. (New York City time) on the date which is three Business Days before the proposed Borrowing Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent, in its capacity as a Competitive Loan Lender, shall elect, in its sole discretion, to make any such Competitive Loan Offer, it shall advise the relevant Borrower of the contents of its Competitive Loan Offer before 10:15 ~~A.M.~~ a.m. (New York City time) on the date which is three Business Days before the proposed Borrowing Date. (c) In the case of a Fixed Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, each Competitive Loan Lender may elect, in its sole discretion, to offer irrevocably, subject to Section 5, to make one or more Competitive Loans at a rate of interest determined by such Competitive Loan Lender in its sole discretion for each such Competitive Loan. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent before 9:30 ~~A.M.~~ a.m. (New York City time) on the proposed Borrowing Date, setting forth: (i) the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to Section 2.7, exceed such Competitive Loan Lender’s Revolving Credit Commitment); and (ii) the rate of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan. The Administrative Agent shall advise the relevant Borrower before 10:00 ~~A.M.~~ a.m. (New York City time) on the proposed Borrowing Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent, in its capacity as a Competitive Loan Lender, shall elect, in its sole discretion, to make any such Competitive Loan Offer, it shall advise the relevant Borrower of the contents of its Competitive Loan Offer before 9:15 ~~A.M.~~ a.m. (New York City time) on the proposed Borrowing Date. (d) Before 11:30 ~~A.M.~~ a.m. (New York City time) three Business Days before the proposed Borrowing Date (in the case of Index Rate Competitive Loans) and before 10:30 ~~A.M.~~ a.m. (New York City time) on the proposed Borrowing Date (in the case of Fixed Rate Competitive Loans), the relevant Borrower, in its absolute discretion, shall: (i) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (ii) by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation in writing or by facsimile transmission) (1) subject to the provisions of Section 2.8(e), accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to Section 2.8(b) or Section 2.8(c), as the case may be, of the amount of Competitive Loans for each relevant maturity date and (2) reject any remaining offers made by Competitive Loan Lenders pursuant to Section 2.8(b) or Section 2.8(c), as the case may be. (e) Each Borrower’s acceptance of Competitive Loans in response to any Competitive Loan Request shall be subject to the following limitations: (i) The amount of Competitive Loans accepted for each maturity date specified by any Competitive Loan Lender in its Competitive Loan Offer shall not exceed the maximum amount for such maturity date specified in such Competitive Loan Offer; (ii) the aggregate amount of Competitive Loans accepted for all maturity dates specified by any Competitive Loan Lender in its Competitive Loan Offer shall not exceed the aggregate maximum amount specified in such Competitive Loan Offer for all such maturity dates; (iii) a Borrower may not accept offers for Competitive Loans for any maturity date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request; and (iv) if a Borrower accepts any of such offers, (1) it must accept such offers based solely upon pricing for such relevant maturity date (including any amounts which shall be payable to the relevant Competitive Loan Lender in respect of the relevant Competitive Loans pursuant to Section 2.17) and upon no other criteria whatsoever and (2) if (x) two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and such Borrower accepts any of such offers but does not wish to (or by reason of the limitations set forth in Section 2.7 or in this Section 2.8, cannot) borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, such Borrower shall accept offers from all of such Competitive Loan Lenders in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that Competitive Loans made by a Competitive Loan Lender on a Borrowing Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof) or (y) a Competitive Loan Lender submits offers for multiple maturity dates specifying a maximum aggregate principal amount for all maturity dates, and the relevant Borrower accepts offers from such Competitive Loan Lender for more than one maturity date, then such Borrower shall instruct the Administrative Agent how to apportion such Borrower’s acceptances among such offers for different maturity dates to the extent, if any, necessary to provide for acceptance of offers from such Competitive Loan Lender equal to but not exceeding such specified maximum aggregate amount. (v) If the relevant Borrower notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to Section 2.8(d)(i), the Administrative Agent shall give prompt telephone notice thereof to the Competitive Loan Lenders. (f) If the relevant Borrower accepts pursuant to Section 2.8(d)(ii) one or more of the offers made by any one or more Competitive Loan Lenders, the Administrative Agent promptly shall notify each Competitive Loan Lender which has made such a Competitive Loan Offer of (i) the aggregate amount of such Competitive Loans to be made on such Borrowing Date for each maturity date, (ii) the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan Lender and (iii) in the case of Index Rate Competitive Loans, the Applicable Index Rate in respect thereof. Before 12:00 Noon (New York City time) on the Borrowing Date specified in the applicable Competitive Loan Request, each Competitive Loan Lender whose Competitive Loan Offer has been accepted shall make available to the Administrative Agent at its office set forth in Section 11.2 the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the relevant Borrower as soon as practicable on such date at the Administrative Agent’s aforesaid address. As soon as practicable after each Borrowing Date, the Administrative Agent shall notify each Competitive Loan Lender of the aggregate amount of Competitive Loans advanced on such Borrowing Date, the respective maturity dates thereof and the respective interest rates applicable thereto. (g) Nothing in Section 2.7 or this Section 2.8 shall be construed as a right of first offer in favor of the Lenders or to otherwise limit the ability of any Borrower to request and accept credit facilities from any Person (including any of the Lenders).

Appears in 2 contracts

Samples: 5 Year Credit Agreement (International Business Machines Corp), Three Year Credit Agreement (Ibm Credit LLC)

Appears in 1 contract

Samples: Credit Agreement (International Business Machines Corp)

Procedure for Competitive Loan Borrowing. (a) The ~~relevant Borrower~~ Company shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four ~~Business~~ Working Days prior to the proposed Borrowing Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 ~~A.M. (~~A.M., New York City time) , one Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate Competitive Loan Request). Each Competitive Loan Request in respect of any Borrowing Date may solicit bids for Competitive Loans in an aggregate principal amount of $20,000,000 or an integral multiple of $5,000,000 in excess thereof and having not more than three alternative maturity dates. The maturity date for each Fixed Rate Competitive Loan shall be not less than 14 days nor more than 180 days after the Borrowing Date therefor and the maturity date for each Index Rate Competitive Loan shall be not less than one month nor more than six months after the Borrowing Date therefor, and in any event shall be not later than the Termination Date. The Administrative Agent shall notify each Competitive Loan Lender promptly by facsimile transmission of the contents of each Competitive Loan Request received by the Administrative Agent.aggregate (b) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, each Competitive Loan Lender may elect, in its sole discretion, to offer irrevocably, subject to Section 54, to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin determined by such Competitive Loan Lender in its sole discretion for each such Competitive Loan. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 ~~A.M. (~~A.M., New York City time) , on the day that is three ~~Business~~ Working Days before the proposed Borrowing Date, setting forth: (i) the maximum amount of Competitive Loans for each ~~maturity date~~ Competitive Loan Maturity Date and the aggregate maximum amount of Competitive Loans for all ~~maturity dates~~ Competitive Loan Maturity Dates which such Competitive Loan Lender would be willing to make (which amounts may, subject to ~~Section 2.7~~subsection 2.13, exceed such Competitive Loan Lender’s 's Revolving Credit Commitment); and (ii) the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan. The Administrative Agent shall advise the ~~relevant Borrower~~ Company before 11:00 ~~A.M. (~~A.M., New York City time) , on the date which is three ~~Business~~ Working Days before the proposed Borrowing Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent, in its capacity as a Competitive Loan Lender, shall elect, in its sole discretion, to make any such Competitive Loan Offer, it shall advise the ~~relevant Borrower~~ Company of the contents of its Competitive Loan Offer before 10:15 ~~A.M. (~~A.M., New York City time) , on the date which is three ~~Business~~ Working Days before the proposed Borrowing Date. (c) In the case of a Fixed Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, each Competitive Loan Lender may elect, in its sole discretion, to offer irrevocably, subject to Section 54, to make one or more Competitive Loans at a rate of interest determined by such Competitive Loan Lender in its sole discretion for each such Competitive Loan. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent before 9:30 ~~A.M. (~~A.M., New York City time) , on the proposed Borrowing Date, setting forth: (i) the maximum amount of Competitive Loans for each ~~maturity date,~~ Competitive Loan Maturity Date and the aggregate maximum amount of Competitive Loans for ~~all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to Section 2.7, exceed such Competitive Loan Lender’s Revolving Credit Commitment); and~~all (ii) the rate of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan. The Administrative Agent shall advise the ~~relevant Borrower~~ Company before 10:00 ~~A.M. (~~A.M., New York City time) , on the proposed Borrowing Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent, in its capacity as a Competitive Loan Lender, shall elect, in its sole discretion, to make any such Competitive Loan ~~Offer,~~ Offer it shall advise the ~~relevant Borrower~~ Company of the contents of its Competitive Loan Offer before 9:15 ~~A.M. (~~A.M., New York City time) , on the proposed Borrowing Date. (d) Before 11:30 ~~A.M. (~~A.M., New York City time) , three ~~Business~~ Working Days before the proposed Borrowing Date (in the case of Index Rate Competitive Loans) and before 10:30 ~~A.M. (~~A.M., New York City time) , on the proposed Borrowing Date (in the case of Fixed Rate Competitive Loans), the ~~relevant Borrower~~Company, in its absolute discretion, shall: (i) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (ii) by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation in ~~writing or by facsimile transmission~~writing) (1) subject to the provisions of ~~Section 2.8(e~~subsection 2.15(e), accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to ~~Section 2.8(b~~subsection 2.15(b) or ~~Section 2.8(c~~subsection 2.15(c), as the case may be, of the amount of Competitive Loans for each relevant maturity date and (2) reject any remaining offers made by Competitive Loan Lenders pursuant to ~~Section 2.8(b~~subsection 2.15(b) or ~~Section 2.8(c~~subsection 2.15(c), as the case may be. (e) ~~Each Borrower’s~~ The Company's acceptance of Competitive Loans in response to any Competitive Loan Request shall be subject to the following limitations: (i) The amount of Competitive Loans accepted for each ~~maturity date~~ Competitive Loan Maturity Date specified by any Competitive Loan Lender in its Competitive Loan Offer shall not exceed the maximum amount for such ~~maturity date~~ Competitive Loan Maturity Date specified in such Competitive Loan Offer; (ii) the aggregate amount of Competitive Loans accepted for all ~~maturity dates~~ Competitive Loan Maturity Dates specified by any Competitive Loan Lender in its Competitive Loan Offer shall not exceed the aggregate maximum amount specified in such Competitive Loan Offer for all such ~~maturity dates~~Competitive Loan Maturity Dates; (iii) ~~a Borrower~~ the Company may not accept offers for Competitive Loans for any ~~maturity date~~ Competitive Loan Maturity Date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request; and (iv) if a Borrower accepts any of such offers, (1) it must accept such offers based solely upon pricing for such relevant maturity date (including any amounts which shall be payable to the relevant Competitive Loan Lender in respect of the relevant Competitive Loans pursuant to Section 2.17) and upon no other criteria whatsoever and (2) if (x) two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and such Borrower accepts any of such offers but does not wish to (or by reason of the limitations set forth in Section 2.7 or in this Section 2.8, cannot) borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, such Borrower shall accept offers from all of such Competitive Loan Lenders in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that Competitive Loans made by a Competitive Loan Lender on a Borrowing Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof) or (y) a Competitive Loan Lender submits offers for multiple maturity dates specifying a maximum aggregate principal amount for all maturity dates, and the relevant Borrower accepts offers from such Competitive Loan Lender for more than one maturity date, then such Borrower shall instruct the Administrative Agent how to apportion such Borrower’s acceptances among such offers for different maturity dates to the extent, if any, necessary to provide for acceptance of offers from such Competitive Loan Lender equal to but not exceeding such specified maximum aggregate amount. (vf) If the ~~relevant Borrower~~ Company notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to ~~Section 2.8(d)(i~~subsection 2.15(d)(i), the Administrative Agent shall give prompt telephone notice thereof to the Competitive Loan Lenders. (fg) If the ~~relevant Borrower~~ Company accepts pursuant to ~~Section 2.8(d)(ii~~subsection 2.15(d)(ii) one or more of the offers made by any one or more Competitive Loan Lenders, the Administrative Agent promptly shall notify each Competitive Loan Lender which has made such a Competitive Loan Offer of (i) the aggregate amount of such Competitive Loans to be made on such Borrowing Date for each ~~maturity date,~~ Competitive Loan Maturity Date and (ii) the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan ~~Lender and (iii) in the case of Index Rate Competitive Loans, the Applicable Index Rate in respect thereof~~Lender. Before 12:00 ~~Noon (~~Noon, New York City time) , on the Borrowing Date specified in the applicable Competitive Loan Request, each Competitive Loan Lender whose Competitive Loan Offer has been accepted shall make available to the Administrative Agent at ~~its office set forth in Section 11.2~~ the Administrative Agent's Office the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the ~~relevant Borrower~~ Company as soon as practicable on such date at the Administrative Agent~~’s aforesaid address~~'s Office. As soon as practicable after each Borrowing Date, the Administrative Agent shall notify each ~~Competitive Loan~~ Lender of the aggregate amount of Competitive Loans advanced on such Borrowing ~~Date,~~ Date and the respective maturity dates ~~thereof and the respective interest rates applicable thereto~~thereof. (gh) Nothing in ~~Section 2.7~~ subsection 2.13 or this ~~Section 2.8~~ subsection 2.15 shall be construed as a right of first offer in favor of the Lenders or to otherwise limit the ability of ~~any Borrower~~ the Company to request and accept credit facilities from any Person (including any of the Lenders). (i) A Competitive Loan Request may request offers for Competitive Loans to be made on not more than one Borrowing Date and to mature on not more than three Competitive Loan Maturity Dates. No Competitive Loan Request may be submitted earlier than five Business Days after submission of any other Competitive Loan Request. (j) The Company shall pay to the Administrative Agent, for the account of each Lender which has made a Competitive Loan, on the applicable Competitive Loan Maturity Date the then unpaid principal amount of such Competitive Loan. The Company shall not have the right to prepay any principal amount of any Competitive Loan.

Appears in 1 contract

Samples: Credit Agreement (Panhandle Eastern Corp Et Al)

Procedure for Competitive Loan Borrowing. (a) The relevant Borrower shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four Business Days prior to the proposed Borrowing Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate Competitive Loan Request). Each Competitive Loan Request may solicit bids for Competitive Loans in an aggregate principal amount of $20,000,000 or an integral multiple of $5,000,000 in excess thereof and having not more than three alternative maturity dates. The maturity date for each Fixed Rate Competitive Loan shall be not less than 14 days nor more than 180 days after the Borrowing Date therefor and the maturity date for each Index Rate Competitive Loan shall be not less than one month nor more than six months after the Borrowing Date therefor, and in any event shall be not later than the Termination Date. The Administrative Agent shall notify each Competitive Loan Lender promptly by facsimile transmission of the contents of each Competitive Loan Request received by the Administrative Agent. (b) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, each Competitive Loan Lender may elect, in its sole discretion, to offer irrevocably, subject to Section 5, to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin determined by such Competitive Loan Lender in its sole discretion for each such Competitive Loan. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 A.M. (New York City time) on the day that is three Business Days before the proposed Borrowing Date, setting forth: (i) the maximum amount of Competitive Loans for each maturity date and the aggregate maximum amount of Competitive Loans for all maturity dates which such Competitive Loan Lender would be willing to make (which amounts may, subject to Section 2.7, exceed such Competitive Loan Lender’s 's Revolving Credit Commitment); and (ii) the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan. The Administrative Agent shall advise the relevant Borrower before 11:00 A.M. (New York City time) on the date which is three Business Days before the proposed Borrowing Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent, in its capacity as a Competitive Loan Lender, shall elect, in its sole discretion, to make any such Competitive Loan Offer, it shall advise the relevant Borrower of the contents of its Competitive Loan Offer before 10:15 A.M. (New York City time) on the date which is three Business Days before the proposed Borrowing Date. (c) In the case of a Fixed Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, each Competitive Loan Lender may elect, in its sole discretion, to offer irrevocably, subject to Section 5, to make one or more Competitive Loans at a rate of interest determined by such Competitive Loan Lender in its sole discretion for each such Competitive Loan. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent before 9:30 A.M. (New York City time) on the proposed Borrowing Date, setting forth: (i) the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to Section 2.7, exceed such Competitive Loan Lender’s 's Revolving Credit Commitment); ~~and~~ and (ii) the rate of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan. The Administrative Agent shall advise the relevant Borrower before 10:00 A.M. (New York City time) on the proposed Borrowing Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent, in its capacity as a Competitive Loan Lender, shall elect, in its sole discretion, to make any such Competitive Loan Offer, it shall advise the relevant Borrower of the contents of its Competitive Loan Offer before 9:15 A.M. (New York City time) on the proposed Borrowing Date. (d) Before 11:30 A.M. (New York City time) three Business Days before the proposed Borrowing Date (in the case of Index Rate Competitive Loans) and before 10:30 A.M. (New York City time) on the proposed Borrowing Date (in the case of Fixed Rate Competitive Loans), the relevant Borrower, in its absolute discretion, shall: (i) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (ii) by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation in writing or by facsimile transmission) (1) subject to the provisions of Section 2.8(e), accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to Section 2.8(b) or Section 2.8(c), as the case may be, of the amount of Competitive Loans for each relevant maturity date and (2) reject any remaining offers made by Competitive Loan Lenders pursuant to Section 2.8(b) or Section 2.8(c), as the case may be. (e) Each Borrower’s 's acceptance of Competitive Loans in response to any Competitive Loan Request shall be subject to the following limitations: (i) The amount of Competitive Loans accepted for each maturity date specified by any Competitive Loan Lender in its Competitive Loan Offer shall not exceed the maximum amount for such maturity date specified in such Competitive Loan Offer; (ii) the aggregate amount of Competitive Loans accepted for all maturity dates specified by any Competitive Loan Lender in its Competitive Loan Offer shall not exceed the aggregate maximum amount specified in such Competitive Loan Offer for all such maturity dates; (iii) a Borrower may not accept offers for Competitive Loans for any maturity date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request; and (iv) if a Borrower accepts any of such offers, (1) it must accept such offers based solely upon pricing for such relevant maturity date (including any amounts which shall be payable to the relevant Competitive Loan Lender in respect of the relevant Competitive Loans pursuant to Section 2.17) and upon no other criteria whatsoever and (2) if (x) two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and such Borrower accepts any of such offers but does not wish to (or by reason of the limitations set forth in Section 2.7 or in this Section 2.8, cannot) borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, such Borrower shall accept offers from all of such Competitive Loan Lenders in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that Competitive Loans made by a Competitive Loan Lender on a Borrowing Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof) or (y) a Competitive Loan Lender submits offers for multiple maturity dates specifying a maximum aggregate principal amount for all maturity dates, and the relevant Borrower accepts offers from such Competitive Loan Lender for more than one maturity date, then such Borrower shall instruct the Administrative Agent how to apportion such Borrower’s 's acceptances among such offers for different maturity dates to the extent, if any, necessary to provide for acceptance of offers from such Competitive Loan Lender equal to but not exceeding such specified maximum aggregate amount. (vf) If the relevant Borrower notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to Section 2.8(d)(i), the Administrative Agent shall give prompt telephone notice thereof to the Competitive Loan Lenders. (fg) If the relevant Borrower accepts pursuant to Section ~~2.8(d)(ii~~2.8(d) (ii) one or more of the offers made by any one or more Competitive Loan Lenders, the Administrative Agent promptly shall notify each Competitive Loan Lender which has made such a Competitive Loan Offer of (i) the aggregate amount of such Competitive Loans to be made on such Borrowing Date for each maturity date, (ii) the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan Lender and (iii) in the case of Index Rate Competitive Loans, the Applicable Index Rate in respect thereof. Before 12:00 Noon (New York City time) on the Borrowing Date specified in the applicable Competitive Loan Request, each Competitive Loan Lender whose Competitive Loan Offer has been accepted shall make available to the Administrative Agent at its office set forth in Section 11.2 the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the relevant Borrower as soon as practicable on such date at the Administrative Agent’s 's aforesaid address. As soon as practicable after each Borrowing Date, the Administrative Agent shall notify each Competitive Loan Lender of the aggregate amount of Competitive Loans advanced on such Borrowing Date, the respective maturity dates thereof and the respective interest rates applicable thereto. (gh) Nothing in Section 2.7 or this Section 2.8 shall be construed as a right of first offer in favor of the Lenders or to otherwise limit the ability of any Borrower to request and accept credit facilities from any Person (including any of the Lenders).

Appears in 1 contract

Samples: Credit Agreement (International Business Machines Corp)

Procedure for Competitive Loan Borrowing. (a) The relevant Borrower shall request Competitive Loans by delivering a Competitive ~~Loan~~ Bid Request to the Administrative Agent, not later than ~~12:00 Noon~~ (~~New York City~~ i) 11:00 a.m., London time~~) four~~ , three Business Days prior to the proposed Borrowing Date (in the case of ~~an Index Rate~~ a Eurocurrency Competitive ~~Loan Request~~Borrowing), (ii) not later than 11:00 a.m., London time, two Business Days prior to the proposed Borrowing Date (in the case of a Fixed Rate Borrowing denominated in an Alternative Currency) and (iii) not later than 10:00 ~~A.M. (~~a.m., New York City time) , one Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate ~~Competitive Loan Request~~Borrowing denominated in Dollars). Each Competitive ~~Loan~~ Bid Request may solicit bids for Competitive Loans in an aggregate principal amount of $~~20,000,000~~ 5,000,000 or an integral multiple of $~~5,000,000~~ 1,000,000 in excess thereof (based on the Assigned Dollar Amount thereof, in the case of Alternative Currency Loans) and having not more than three alternative maturity dates. The maturity date for each Fixed Rate Competitive Loan shall be not less than 14 days nor more than 180 days after the Borrowing Date therefor and the maturity date for each Index Rate Competitive Loan shall be not less than one month nor more than six months after the Borrowing Date therefor, and in any event shall be not later than the Termination DateInterest Periods. The Administrative Agent shall notify each ~~Competitive Loan~~ Lender promptly by facsimile transmission of the contents of each Competitive ~~Loan~~ Bid Request received by the Administrative Agent. (b) In the case of ~~an Index Rate~~ a Competitive ~~Loan Request~~Bid Request for Eurocurrency Borrowings, upon receipt of notice from the Administrative Agent of the contents of such Competitive ~~Loan~~ Bid Request, each ~~Competitive Loan~~ Lender may elect, in its sole discretion, to offer irrevocably, subject to ~~Section 5~~Article IV, to make one or more Competitive Loans at the ~~Applicable Index~~ LIBO Rate plus or minus ~~a margin~~ the Margin determined by such ~~Competitive Loan~~ Lender in its sole discretion for each such Competitive Loan. Any such irrevocable offer shall be made by delivering a Competitive ~~Loan Offer~~ Bid to the Administrative Agent, before ~~10:30 A.M.~~ 4:00 p.m., London time (or the equivalent time in New York ~~City time)~~ City), on the day that is three Business Days before the proposed Borrowing Date, setting forth: (i) the maximum amount of Competitive Loans for each ~~maturity date~~ Interest Period and currency and the aggregate maximum amount of Competitive Loans for all ~~maturity dates~~ Interest Periods and currencies, which such ~~Competitive Loan~~ Lender would be willing to make (which amounts may, subject to Section ~~2.7~~2.06, exceed such ~~Competitive Loan~~ Lender’s 's Revolving Credit Commitment), expressed in Dollars; and (ii) the ~~margin~~ Margin above or below the ~~Applicable Index~~ LIBO Rate at which such ~~Competitive Loan~~ Lender is willing to make each such Competitive Loan. The Administrative Agent shall advise the relevant Borrower before ~~11:00 A.M.~~ 4:30 p.m., London time (or the equivalent time in New York ~~City time)~~ City), on the date which is three Business Days before the proposed Borrowing Date of the contents of each such Competitive ~~Loan Offer~~ Bid received by it. If the Administrative Agent, in its capacity as a ~~Competitive Loan~~ Lender, shall elect, in its sole discretion, to make any such Competitive ~~Loan Offer~~Bid, it shall advise the relevant Borrower of the contents of its Competitive ~~Loan Offer~~ Bid before ~~10:15 A.M.~~ 3:30 p.m., London time (or the equivalent time in New York ~~City time)~~ City), on the date which is three Business Days before the proposed Borrowing Date. (c) In the case of a Competitive Bid Request for Fixed Rate ~~Competitive Loan Request~~Borrowings, upon receipt of notice from the Administrative Agent of the contents of such Competitive ~~Loan~~ Bid Request, each ~~Competitive Loan~~ Lender may elect, in its sole discretion, to offer irrevocably, subject to ~~Section 5~~Article IV, to make one or more Competitive Loans at a rate of interest determined by such ~~Competitive Loan~~ Lender in its sole discretion for each such Competitive Loan. Any such irrevocable offer shall be made by delivering a Competitive ~~Loan Offer~~ Bid to the Administrative Agent before ~~9:30 A.M.~~ 4:00 p.m., London time (or the equivalent time in New York ~~City time)~~ City), on the second Business Day prior to the proposed Borrowing Date, in the case of Fixed Rate Loans to be made in an Alternative Currency, or before 3:30 p.m., London time (or the equivalent time in New York City), on the proposed Borrowing Date, in the case of Fixed Rate Loans to be made in Dollars, in each case setting forth: (i) the maximum amount of Competitive Loans for each ~~maturity date,~~ Interest Period and currency and the aggregate maximum amount for all ~~maturity dates~~Interest Periods and currencies, which such ~~Competitive Loan~~ Lender would be willing to make (which amounts may, subject to Section ~~2.7~~2.06, exceed such ~~Competitive Loan~~ Lender’s 's Revolving Credit Commitment), expressed in Dollars; and (ii) the rate of interest at which such ~~Competitive Loan~~ Lender is willing to make each such Competitive Loan. The Administrative Agent shall advise the relevant Borrower before 4:30 p.m., London time (or the equivalent time in New York City), on the second Business Day prior to the proposed Borrowing Date, in the case of Fixed Rate Loans to be made in an Alternative Currency, or before 10:00 ~~A.M. (~~a.m., New York City time) , on the proposed Borrowing ~~Date~~ Date, in the case of Fixed Rate Loans to be made in Dollars, of the contents of each such Competitive ~~Loan Offer~~ Bid received by it. If the Administrative Agent, in its capacity as a ~~Competitive Loan~~ Lender, shall elect, in its sole discretion, to make any such Competitive ~~Loan Offer~~Bid, it shall advise the relevant Borrower of the contents of its Competitive ~~Loan Offer~~ Bid before ~~9:15 A.M.~~ 3:30 p.m., London time (or the equivalent time in New York ~~City time)~~ City), on the second Business Day prior to the proposed Borrowing Date, in the case of Fixed Rate Loans to be made in an Alternative Currency, or before 3:15 p.m., London time (or the equivalent time in New York City), on the proposed Borrowing Date, in the case of Fixed Rate Loans to be made in Dollars. (d) Before ~~11:30 A.M.~~ 4:45 p.m., London time (or the equivalent time in New York ~~City time)~~ City), three Business Days before the proposed Borrowing Date (in the case of ~~Index Rate~~ Eurocurrency Competitive Loans), before 4:45 p.m., London time (or the equivalent time in New York City), on the second Business Day prior to the proposed Borrowing Date (in the case of Fixed Rate Loans to be made in an Alternative Currency) and before ~~10:30 A.M.~~ 4:30 p.m., London time (or the equivalent time in New York ~~City time)~~ City), on the proposed Borrowing Date (in the case of Fixed Rate ~~Competitive Loans~~Loans to be made in Dollars), the relevant Borrower, in its absolute discretion, shall: (i) cancel (without fee or penalty) such Competitive ~~Loan~~ Bid Request by giving the Administrative Agent telephone notice to that effect, ; or (ii) by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation in writing or by facsimile ~~transmission) (1~~transmission)(1) subject to the provisions of Section ~~2.8(e~~2.07(e), accept one or more of the offers made by any ~~Competitive Loan~~ Lender or ~~Competitive Loan~~ Lenders pursuant to Section ~~2.8(b~~2.07(b) or Section ~~2.8(c~~2.07(c), as the case may be, of the amount of Competitive Loans for each relevant maturity date and (2) reject any remaining offers made by ~~Competitive Loan~~ Lenders pursuant to Section ~~2.8(b~~2.07(b) or Section ~~2.8(c~~2.07(c), as the case may be. (e) Each Borrower’s 's acceptance of Competitive Loans in response to any Competitive ~~Loan~~ Bid Request shall be subject to the following limitations: (i) ~~The~~ the amount of Competitive Loans accepted for each ~~maturity date~~ Interest Period specified by any ~~Competitive Loan~~ Lender in its Competitive ~~Loan Offer~~ Bid shall not exceed the maximum amount for such ~~maturity date~~ Interest Period specified in such Competitive ~~Loan Offer~~Bid; (ii) the aggregate amount of Competitive Loans accepted for all ~~maturity dates~~ Interest Periods specified by any ~~Competitive Loan~~ Lender in its Competitive ~~Loan Offer~~ Bid shall not exceed the aggregate maximum amount specified in such Competitive ~~Loan Offer~~ Bid for all such ~~maturity dates~~Interest Periods; (iii) a Borrower may not accept offers for Competitive Loans for any ~~maturity date~~ Interest Period in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive ~~Loan~~ Bid Request; and (iv) if a Borrower accepts any of such offers, (1) it must accept such offers based solely upon pricing for such relevant ~~maturity date~~ Interest Period (including any amounts which shall be payable to the relevant ~~Competitive Loan~~ Lender in respect of the relevant Competitive Loans pursuant to Section ~~2.17~~2.16) and upon no other criteria whatsoever and (2) if (x) two or more ~~Competitive Loan~~ Lenders submit offers for any ~~maturity date~~ Interest Period at identical pricing and such Borrower accepts any of such offers but does not wish to (or by reason of the limitations set forth in Section ~~2.7~~ 2.06 or in this Section ~~2.8~~2.07, cannot) borrow the total amount offered by such ~~Competitive Loan~~ Lenders with such identical pricing, such Borrower shall accept offers from all of such ~~Competitive Loan~~ Lenders in amounts allocated among them pro rata according to the amounts offered by such ~~Competitive Loan~~ Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that Competitive Loans made by a ~~Competitive Loan~~ Lender on a Borrowing Date for each relevant ~~maturity date~~ Interest Period shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, based upon Assigned Dollar Value in the case of Alternative Currency Loans) or (y) a ~~Competitive Loan~~ Lender submits offers for multiple ~~maturity dates~~ Interest Periods specifying a maximum aggregate principal amount for all ~~maturity dates~~Interest Periods, and the relevant Borrower accepts offers from such ~~Competitive Loan~~ Lender for more than one ~~maturity date~~Interest Period, then such Borrower shall instruct the Administrative Agent how to apportion such Borrower’s 's acceptances among such offers for different ~~maturity dates~~ Interest Periods to the extent, if any, necessary to provide for acceptance of offers from such ~~Competitive Loan~~ Lender equal to but not exceeding such specified maximum aggregate amount. (vf) If the relevant Borrower notifies the Administrative Agent that a Competitive ~~Loan~~ Bid Request is ~~cancelled~~ canceled pursuant to Section ~~2.8(d)(i~~2.07(d)(i), the Administrative Agent shall give prompt telephone notice thereof to the ~~Competitive Loan~~ Lenders. (fg) If the relevant Borrower accepts pursuant to Section ~~2.8(d)(ii~~2.07(d)(ii) one or more of the offers made by any one or more ~~Competitive Loan~~ Lenders, the Administrative Agent promptly shall notify each ~~Competitive Loan~~ Lender which has made such a Competitive ~~Loan Offer~~ Bid of (i) the aggregate amount (as measured in Dollars and, in the case of an Alternative Currency Loan, in such Alternative Currency) of such Competitive Loans to be made on such Borrowing Date for each ~~maturity date,~~ Interest Period and (ii) the acceptance or rejection of any offers to make such Competitive Loans made by such ~~Competitive Loan Lender~~ Lender, and ~~(iii) in the case of Index Rate Competitive Loans~~before 12:00 noon, ~~the Applicable Index Rate in respect thereof. Before 12:00 Noon (~~New York City time) , on the Borrowing Date specified in the applicable Competitive ~~Loan~~ Bid Request, in the case of Competitive Loans denominated in Dollars, or before 5:00 p.m., London time, on such Borrowing Date, in the case of Competitive Loans denominated in an Alternative Currency, each ~~Competitive Loan~~ Lender whose Competitive ~~Loan Offer~~ Bid has been accepted shall make available to the Administrative Agent at its New York office set forth in Section ~~11.2~~ 10.01 (in the case of Competitive Loans denominated in Dollars) or such other office or account of the Administrative Agent as it shall specify by notice to the applicable Lenders and Borrower and which shall be located in the country that is the issuer of the applicable currency (in the case of Competitive Loans denominated in an Alternative Currency) the amount of Competitive Loans to be made by such ~~Competitive Loan~~ Lender, in immediately available ~~funds~~funds and in the applicable currency. The Administrative Agent will make such funds available to the relevant Borrower as soon as practicable on such date at the Administrative Agent’s 's aforesaid address. Subject to Section 2.13, Competitive Loans requested to be made in an Alternative Currency pursuant to a Competitive Bid Request shall be made in such Alternative Currency, in the aggregate amount equal to the Alternative Currency Equivalent of the Dollar amount of such Competitive Loans accepted pursuant to Section 2.07(d)(ii) (as determined by the Administrative Agent based upon the applicable Spot Exchange Rate as of the Denomination Date of such Borrowing, which determination shall be conclusive absent manifest error). As soon as practicable after each Borrowing Date, the Administrative Agent shall notify each ~~Competitive Loan~~ Lender of the aggregate amount and currency of Competitive Loans advanced on such Borrowing Date, the respective ~~maturity dates~~ Interest Periods thereof and the respective interest rates applicable thereto. (g) Nothing in Section 2.7 or this Section 2.8 shall be construed as a right of first offer in favor of the Lenders or to otherwise limit the ability of any Borrower to request and accept credit facilities from any Person (including any of the Lenders).

Appears in 1 contract

Samples: Revolving Credit and Competitive Advance Facility Agreement (Crown Cork & Seal Co Inc)

Procedure for Competitive Loan Borrowing. (a) The ~~relevant Borrower~~ Company shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four ~~Business~~ Working Days prior to the proposed Borrowing Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 ~~A.M. (~~A.M., New York City time) , one Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate Competitive Loan Request). Each Competitive Loan Request in respect of any Borrowing Date may solicit bids for Competitive Loans in an aggregate principal amount of $~~20,000,000~~ 10,000,000 or an integral multiple of $5,000,000 in excess thereof and having not more than three alternative ~~maturity dates~~Competitive Loan Maturity Dates. The ~~maturity date~~ Competitive Loan Maturity Date for each Fixed Rate Competitive Loan shall be not less than 14 seven days nor more than ~~180~~ 360 days after the Borrowing Date therefor and the ~~maturity date~~ Competitive Loan Maturity Date for each Index Rate Competitive Loan shall be ~~not less than one month nor more than six~~ one, two, three, six, nine or twelve months after the Borrowing Date therefor, and in any event shall be ~~not~~ no later than the Termination Date. The Administrative Agent shall notify each Competitive Loan Lender promptly by facsimile transmission of the contents of ~~each~~ such Competitive Loan Request received by the Administrative Agent. (b) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, each Competitive Loan Lender may elect, in its sole discretion, to offer irrevocably, subject to Section 54, to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin determined by such Competitive Loan Lender in its sole discretion for each such Competitive Loan. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 ~~A.M. (~~A.M., New York City time) , on the day that is three ~~Business~~ Working Days before the proposed Borrowing Date, setting forth: (i) the maximum amount of Competitive Loans for each ~~maturity date~~ Competitive Loan Maturity Date and the aggregate maximum amount of Competitive Loans for all ~~maturity dates~~ Competitive Loan Maturity Dates which such Competitive Loan Lender would be willing to make (which amounts may, subject to ~~Section 2.7~~subsection 2.13, exceed such Competitive Loan Lender~~’s Revolving Credit~~ 's Commitment); ~~and (ii) the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan.~~ and The Administrative Agent shall advise the ~~relevant Borrower~~ Company before 11:00 ~~A.M. (~~A.M., New York City time) , on the date which is three ~~Business~~ Working Days before the proposed Borrowing Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent, in its capacity as a Competitive Loan Lender, shall elect, in its sole discretion, to make any such Competitive Loan Offer, it shall advise the ~~relevant Borrower~~ Company of the contents of its Competitive Loan Offer before 10:15 ~~A.M. (~~A.M., New York City time) , on the date which is three ~~Business~~ Working Days before the proposed Borrowing Date. (c) In the case of a Fixed Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, each Competitive Loan Lender may elect, in its sole discretion, to offer irrevocably, subject to Section 54, to make one or more Competitive Loans at a rate of interest determined by such Competitive Loan Lender in its sole discretion for each such Competitive Loan. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent before 9:30 ~~A.M. (~~A.M., New York City time) , on the proposed Borrowing Date, setting forth: (i) the maximum amount of Competitive Loans for each ~~maturity date,~~ Competitive Loan Maturity Date and the aggregate maximum amount of Competitive Loans for all ~~maturity dates~~Competitive Loan Maturity Dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to ~~Section 2.7~~subsection 2.13, exceed such Competitive Loan Lender~~’s Revolving Credit~~ 's Commitment); and (ii) the rate of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan. The Administrative Agent shall advise the ~~relevant Borrower~~ Company before 10:00 ~~A.M. (~~A.M., New York City time) , on the proposed Borrowing Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent, in its capacity as a Competitive Loan Lender, shall elect, in its sole discretion, to make any such Competitive Loan ~~Offer,~~ Offer it shall advise the ~~relevant Borrower~~ Company of the contents of its Competitive Loan Offer before 9:15 ~~A.M. (~~A.M., New York City time) , on the proposed Borrowing Date. (d) Before 11:30 ~~A.M. (~~A.M., New York City time) , three ~~Business~~ Working Days before the proposed Borrowing Date (in the case of Index Rate Competitive Loans) and before 10:30 ~~A.M. (~~A.M., New York City time) , on the proposed Borrowing Date (in the case of Fixed Rate Competitive Loans), the ~~relevant Borrower~~Company, in its absolute discretion, shall: (i) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (ii) by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation in ~~writing or by facsimile transmission~~writing) (1) subject to the provisions of ~~Section 2.8(e~~subsection 2.15(e), accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to Section 2.8(b) or Section 2.8(c), as the case may be, of the amount of Competitive Loans for each relevant maturity date and (2) reject any remaining offers made by Competitive Loan Lenders pursuant to Section 2.8(b) or Section 2.8(c), as the case may be.made (e) ~~Each Borrower’s~~ The Company's acceptance of Competitive Loans in response to any Competitive Loan Request shall be subject to the following limitations: (i) The amount of Competitive Loans accepted for each ~~maturity date~~ Competitive Loan Maturity Date specified by any Competitive Loan Lender in its Competitive Loan Offer shall not exceed the maximum amount for such ~~maturity date~~ Competitive Loan Maturity Date specified in such Competitive Loan Offer; (ii) the aggregate amount of Competitive Loans accepted for all ~~maturity dates~~ Competitive Loan Maturity Dates specified by any Competitive Loan Lender in its Competitive Loan Offer shall not exceed the aggregate maximum amount specified in such Competitive Loan Offer for all such ~~maturity dates~~Competitive Loan Maturity Dates; (iii) ~~a Borrower~~ the Company may not accept offers for Competitive Loans for any ~~maturity date~~ Competitive Loan Maturity Date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request; and (iv) if ~~a Borrower~~ the Company accepts any of such offers, (1) it must accept such offers based solely upon pricing for such relevant ~~maturity date~~ Competitive Loan Maturity Date (including any amounts which shall be payable to the relevant Competitive Loan Lender in respect of the relevant Competitive Loans pursuant to ~~Section 2.17~~subsection 3.14) and upon no other criteria whatsoever and (2) if ~~(x)~~ two or more Competitive Loan Lenders submit offers for any ~~maturity date~~ Competitive Loan Maturity Date at identical pricing and ~~such Borrower~~ the Company accepts any of such offers but does not wish to (or by reason of the limitations set forth in ~~Section 2.7~~ subsection 2.13 or in this ~~Section 2.8~~subsection 2.15, cannot) borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, ~~such Borrower~~ the Company shall accept offers from all of such Competitive Loan Lenders in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that Competitive Loans made by a Competitive Loan Lender on a Borrowing Date for each relevant ~~maturity date~~ Competitive Loan Maturity Date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof~~) or (y) a~~ ), provided that if the number of Competitive Loan ~~Lender submits~~ Lenders that submit offers for ~~multiple maturity dates specifying a maximum aggregate principal amount for all maturity dates~~any Competitive Loan Maturity Date at identical pricing is such that, ~~and~~ after the ~~relevant Borrower~~ Company accepts such offers ~~from~~ pro rata in accordance with the foregoing, the Competitive Loans to be made by any such Competitive Loan Lender ~~for more~~ would be less than ~~one maturity date~~$5,000,000 principal amount, ~~then~~ the number of such ~~Borrower~~ Competitive Loan Lenders shall ~~instruct~~ be reduced by the Administrative Agent ~~how~~ by lot until the Competitive Loans to ~~apportion~~ be made by each such ~~Borrower’s acceptances among such offers for different maturity dates to the extent, if any, necessary to provide for acceptance of offers from such~~ remaining Competitive Loan Lender ~~equal to but not exceeding such specified maximum aggregate amount~~would be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (vf) If the ~~relevant Borrower~~ Company notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to ~~Section 2.8(d)(i~~subsection 2.15(d)(i), the Administrative Agent shall give prompt telephone notice thereof to the Competitive Loan Lenders. (fg) If the ~~relevant Borrower~~ Company accepts pursuant to ~~Section 2.8(d)(ii~~subsection 2.15(d)(ii) one or more of the offers made by any one or more Competitive Loan Lenders, the Administrative Agent promptly shall notify each Competitive Loan Lender which has made such a Competitive Loan Offer of (i) the aggregate amount of such Competitive Loans to be made on such Borrowing Date for each ~~maturity date,~~ Competitive Loan Maturity Date and (ii) the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan ~~Lender and (iii) in the case of Index Rate Competitive Loans, the Applicable Index Rate in respect thereof~~Lender. Before 12:00 ~~Noon (~~Noon, New York City time) , on the Borrowing Date specified in the applicable Competitive Loan Request, each Competitive Loan Lender whose Competitive Loan Offer has been accepted shall make available to the Administrative Agent at ~~its office set forth in Section 11.2~~ the Administrative Agent's Office the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the ~~relevant Borrower~~ Company as soon as practicable on such date at the Administrative Agent~~’s aforesaid address~~'s Office. As soon as practicable after each Borrowing Date, the Administrative Agent shall notify each ~~Competitive Loan~~ Lender of the aggregate amount of Competitive Loans advanced on such Borrowing ~~Date,~~ Date and the respective maturity dates ~~thereof and the respective interest rates applicable thereto~~thereof. (gh) Nothing in ~~Section 2.7~~ subsection 2.13 or this ~~Section 2.8~~ subsection 2.15 shall be construed as a right of first offer in favor of the Lenders or to otherwise limit the ability of ~~any Borrower~~ the Company to request and accept credit facilities from any Person (including any of the Lenders). (i) A Competitive Loan Request may request offers for Competitive Loans to be made on not more than one Borrowing Date and to mature on not more than three Competitive Loan Maturity Dates. No Competitive Loan Request may be submitted earlier than five Business Days after submission of any other Competitive Loan Request. (j) The Company shall pay to the Administrative Agent, for the account of each Lender which has made a Competitive Loan, on the applicable Competitive Loan Maturity Date the then unpaid principal amount of such Competitive Loan. The Company shall not have the right to prepay any principal amount of any Competitive Loan.

Appears in 1 contract

Samples: Credit Agreement (Panhandle Eastern Corp Et Al)

Common use of Procedure for Competitive Loan Borrowing Clause in Contracts