Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Officer. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary thereof; (E) the documents to be presented by such Beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary in case of any drawing or presentation thereunder; and (G) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 L/C Issuer or the Administrative Agent may reasonably require. (ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance. (iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not extend such standby Letter of Credit if (A) such L/C Issuer 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 (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension. (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 6 contracts
Samples: Credit Agreement (Thermo Fisher Scientific Inc.), Credit Agreement (Thermo Fisher Scientific Inc.), Credit Agreement (Thermo Fisher Scientific Inc.)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit L/C shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the applicable L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Applicationan L/C Agreement, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Borrower. Such Letter of Credit Application L/C Agreement may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application L/C Agreement must be received by such the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such applicable L/C Issuer may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Creditan L/C, such Letter of Credit Application L/C Agreement shall specify in form and detail reasonably satisfactory to such the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit L/C (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; and (G) the purpose and nature of the requested L/C and such other matters as such the applicable L/C Issuer (or, in the case of the Bond L/Cs, the applicable L/C Issuer or Administrative Agent) may require. In the case of a request for an amendment of any outstanding Letter of CreditL/C, such Letter of Credit Application L/C Agreement shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit L/C to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the applicable L/C Issuer (or, in the case of the Bond L/Cs, the applicable L/C Issuer or Administrative Agent) may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit L/C issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit ApplicationL/C Agreement, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application L/C Agreement from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolver Lender, the Administrative Agent or any Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of CreditL/C, that one or more applicable conditions contained in Article IV VII shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit an L/C for the account of the Company (or the applicable Subsidiary) Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of CreditL/C, each Revolver Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit L/C in an amount equal to the product of such Revolver Lender’s Applicable Commitment Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.C.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (eachAgreement, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit an L/C that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of CreditL/C”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit L/C must permit such the applicable L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such standby Letter of CreditL/C) by giving prior notice to the Beneficiary beneficiary thereof not later than a day (the “Non-Extension Nonextension Notice Date”) in each such twelve-month period to be agreed upon at the time such standby Letter of Credit L/C is issued. Unless otherwise directed by the applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory an Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit L/C has been issued, the Revolver Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend permit the extension of such standby Letter of Credit L/C at any time to an expiry date not later than the Letter of Credit L/C Expiration Date; provided, however, that such the applicable L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit L/C in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a2.3(a)(ii), Section 2.3(a)(iii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Nonextension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Revolver Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender Revolver Lender, or the Company Borrower that one or more of the applicable conditions specified in Section 4.02 7.2 is not then satisfied, and in each such case directing such the applicable L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit L/C or any amendment to a Letter of Credit an L/C to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit L/C or amendment.
Appears in 5 contracts
Samples: Credit Agreement (Vail Resorts Inc), Credit Agreement (Vail Resorts Inc), Amendment Agreement (Vail Resorts Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any U.S. Revolving Credit Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each U.S. Revolving Credit Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such U.S. Revolving Credit Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon .
(iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the creation of each Bankers’ Acceptancebeneficiary thereof, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal will also deliver to the product Company and the Administrative Agent a true and complete copy of such Lender’s Applicable Percentage Letter of the Company Sublimit times the amount of such Bankers’ AcceptanceCredit or amendment.
(iiiiv) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the U.S. Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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, provided that such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any U.S. Revolving Credit Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 4 contracts
Samples: Credit Agreement (Hain Celestial Group Inc), Credit Agreement (Hain Celestial Group Inc), Credit Agreement (Hain Celestial Group Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrowers delivered to one of the an L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Responsible Officer. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to the such L/C Issuer. Such Letter of Credit Application must be received by such the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. at least two three Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole reasonable discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C 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 form and detail reasonably satisfactory to the applicable such L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such L/C Issuer may reasonably require. Additionally, the Company each Borrower shall furnish to the applicable such L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrowers and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable such L/C Issuer has received written notice from any Revolving Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company applicable Borrower (or the applicable Subsidiary) ), as specified in such Letter of Credit Application, or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrowers so requests request in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 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 applicable such L/C Issuer, the Company Borrowers shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable such L/C Issuer to extend permit the extension of such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration DateDate (unless (x) all the Revolving Lenders and the L/C Issuer have approved such expiry date or (y) such Letter of Credit is Cash Collateralized on terms and pursuant to arrangements satisfactory to the applicable L/C Issuer); provided, however, provided that such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Revolving Lenders have elected to not to permit such extension or (2) from the Administrative Agent, any Revolving Lender or the Company Borrowers that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company each Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 4 contracts
Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 10:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s 's usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) If the Company so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the Company shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Revolving Credit Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 3 contracts
Samples: Credit Agreement (Tetra Tech Inc), Credit Agreement (Tetra Tech Inc), Credit Agreement (Tetra Tech Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Multicurrency Revolving Credit Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or jointly for the account of the Company and the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at applicable L/C Issuer shall notify the time Administrative Agent of the issuance of such issuance Letter of Credit which shall be deemed to be a Letter of Credit hereunder and each Multicurrency Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Multicurrency Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Multicurrency Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Multicurrency Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Multicurrency Revolving Credit Lender or the Company that one or more of the applicable conditions specified in Section 4.02 4.03 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 3 contracts
Samples: Credit Agreement (Arris Group Inc), Credit Agreement (Arris Group Inc), Credit Agreement (Arris Group Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 10:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Company Sublimit Pro Rata Share times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 extended form (as extended) under the terms hereof (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a2.03(a)(ii), Section 2.03(a)(iii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five at least seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied. Notwithstanding anything to the contrary contained herein, and in each such case directing such the L/C Issuer not shall have no obligation to permit such extensionthe extension of any Auto-Extension Letter of Credit at any time.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer Agent will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 3 contracts
Samples: Credit Agreement (Littelfuse Inc /De), Credit Agreement (Littelfuse Inc /De), Credit Agreement (Littelfuse Inc /De)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (ia) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United Unites States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an the initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (Ai) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (Bii) the amount and currency thereof; (Ciii) the expiry date thereof; (Div) the name and address of the Beneficiary beneficiary thereof; (Ev) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (Fvi) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (vii) the purpose and nature of the requested Letter of Credit; and (Gviii) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer Issuer: (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(iib) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV 8 shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a such Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) or enter into the applicable such amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Commitment Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iiic) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 beneficiary thereof not later than a day (the “Non-Extension Nonextension 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 applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend permit the extension of such standby Letter of Credit at any time to an expiry date not later than one year after the Letter of Credit Expiration Maturity Date; provided, however, provided that such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (Ai) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (iiSection 3.1(b) or 3.1(c) or otherwise) or (iii) of Section 2.03(a) or otherwise), or (Bii) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Nonextension Notice Date (1A) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2B) from the Administrative Agent, any Lender or the Company Borrower that one or more of the applicable conditions specified in Section 4.02 8.2 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(ivd) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 3 contracts
Samples: Credit Agreement (Williams Sonoma Inc), Credit Agreement (Williams Sonoma Inc), Credit Agreement (Williams Sonoma Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 10:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (California Water Service Group), Credit Agreement (California Water Service Group)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the an L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Responsible Officer. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to the such L/C Issuer. Such Letter of Credit Application must be received by such the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. 12:00 p.m. at least two three Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole reasonable discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C 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 form and detail reasonably satisfactory to the applicable such L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable such L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable such L/C Issuer has received written notice from any Revolving Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) ), as specified in such Letter of Credit Application, or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 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 applicable such L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable such L/C Issuer to extend permit the extension of such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration DateDate (unless (x) all the Revolving Lenders and the L/C Issuer have approved such expiry date or (y) such Letter of Credit is Cash Collateralized on terms and pursuant to arrangements satisfactory to the applicable L/C Issuer); provided, however, that such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), ; or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Revolving Lenders have elected to not to permit such extension or (2) from the Administrative Agent, any Revolving Lender or the Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment (or, in the case of the Administrative Agent, a report in form and detail satisfactory to the Administrative Agent relating to such Letter of Credit or amendment, which shall include, without limitation, the amount thereof, the expiration date thereof and the name of the beneficiary thereof).
Appears in 2 contracts
Samples: Credit Agreement (Vici Properties Inc.), Credit Agreement (Vici Properties Inc.)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimilefax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Revolving Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not extend such standby Letter of Credit if (A) such L/C Issuer 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 (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(iv) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole 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 L/C Issuer to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Credit Agreement (Solarcity Corp), Credit Agreement (Solarcity Corp)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other customary matters as such the L/C Issuer may requirereasonably require of similarly situated borrowers. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV V shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable then L/C Issuer agrees shall agree, unless L/C Issuer provides a good faith explanation to the Borrower why it cannot so issue such Letter of Credit, to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-twelve (12) month period (commencing with the date of issuance of such standby Letter of Credit) by giving prior notice to the Beneficiary beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-twelve (12) month period to be agreed upon at the time such standby Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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, or such later date (but no later than twelve (12) months after the Letter of Credit Expiration Date) if (1) all the Lenders have approved such expiry date, or (2) the Borrower agrees to deliver to the Administrative Agent no later than thirty (30) days prior to the Letter of Credit Expiration Date Cash Collateral in an amount equal to the undrawn amount of such Letter of Credit, with the Borrower hereby irrevocably requesting a Committed Borrowing of a Base Rate Loan to fund such Cash Collateral payment in the event the Borrower does not deliver such Cash Collateral to the Administrative Agent on the due date thereof; provided, however, provided that such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Lenders have elected not to permit such extension or extension, (2) from the Borrower that Borrower has elected not to permit such extension, or (3) from Administrative Agent, any Lender or the Company Borrower that one or more of the applicable conditions specified in Section 4.02 5.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (STAG Industrial, Inc.), Credit Agreement (STAG Industrial, Inc.)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit L/C shall be issued or amended, as the case may be, upon the request of the Company Xxxxxxxx delivered to one of the applicable L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Applicationan L/C Agreement, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Borrower. Such Letter of Credit Application L/C Agreement may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application L/C Agreement must be received by such L/the applicable L/ C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such applicable L/C Issuer may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Creditan L/C, such Letter of Credit Application L/C Agreement shall specify in form and detail reasonably satisfactory to such the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit L/C (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; and (G) the purpose and nature of the requested L/C and such other matters as such the applicable L/C Issuer (or, in the case of the Bond L/Cs, the applicable L/C Issuer or Administrative Agent) may require. In the case of a request for an amendment of any outstanding Letter of CreditL/C, such Letter of Credit Application L/C Agreement shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit L/C to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the applicable L/C Issuer (or, in the case of the Bond L/Cs, the applicable L/C Issuer or Administrative Agent) may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit L/C issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit ApplicationL/C Agreement, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application L/C Agreement from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolver Lender, the Administrative Agent or any Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of CreditL/C, that one or more applicable conditions contained in Article IV VII shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit an L/C for the account of the Company (or the applicable Subsidiary) Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of CreditL/C, each Revolver Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit L/C in an amount equal to the product of such Revolver Lender’s Applicable Commitment Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.C.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (eachAgreement, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit an L/C that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of CreditL/C”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit L/C must permit such the applicable L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such standby Letter of CreditL/C) by giving prior notice to the Beneficiary beneficiary thereof not later than a day (the “Non-Extension Nonextension Notice Date”) in each such twelve-month period to be agreed upon at the time such standby Letter of Credit L/C is issued. Unless otherwise directed by the applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory an Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit L/C has been issued, the Revolver Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend permit the extension of such standby Letter of Credit L/C at any time to an expiry date not later than the Letter of Credit L/C Expiration Date; provided, however, that such the applicable L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit L/C in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a2.3(a)(ii), Section 2.3(a)(iii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Nonextension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Revolver Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender Revolver Lender, or the Company Borrower that one or more of the applicable conditions specified in Section 4.02 7.2 is not then satisfied, and in each such case directing such the applicable L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit L/C or any amendment to a Letter of Credit an L/C to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit L/C or amendment.
Appears in 2 contracts
Samples: Eighth Amended and Restated Credit Agreement (Vail Resorts Inc), Credit Agreement (Vail Resorts Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall will be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by telecopy, facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 10:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall will specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall will be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall will specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall will be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall will furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any Borrowerthe Company, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall will not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shallwill, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall will be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall will not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall will be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall will not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a2.04(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Starbucks Corp), Credit Agreement (Starbucks Corp)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose of the requested Letter of Credit; and (GH) such other matters as such the L/C 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 form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of modifications to be effectuated by the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV Section 4.02 (and, if such Letter of Credit is issued in connection with the initial Credit Extension, Section 4.01) shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (Borrower or the applicable Subsidiary) Subsidiary thereof or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend permit the extension of such standby Letter of Credit at any time to an expiry date not later than the Letter first anniversary of the Maturity Date for the Revolving Credit Expiration DateFacility; provided, however, that such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each such case, directing the L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(vi) If the expiry date of any Letter of Credit would occur after the Maturity Date for the Revolving Credit Facility (giving effect to any pending Extension Notice that has been delivered pursuant to Section 2.14 and for which the conditions precedent to the extension requested therein are then satisfied), the Borrower hereby agrees that it will at least thirty (30) days prior to such Maturity Date (or, in the case of a Letter of Credit issued or extended on or after thirty (30) days prior to the Maturity Date for the Revolving Credit Facility, on the date of such issuance or extension, as applicable) Cash Collateralize such Letter of Credit in an amount equal to 103% of the L/C Obligations arising or expected to arise in connection with such Letter of Credit.
Appears in 2 contracts
Samples: Credit Agreement (CIM Commercial Trust Corp), Credit Agreement (CIM Commercial Trust Corp)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrowers delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Parent. Such Letter of Credit Application may be sent by facsimilefax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to the applicable L/C Issuer. Such Letter of Credit Application , must be received by such the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrowers shall furnish to the applicable L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrowers and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) Borrowers or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrowers so requests request in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company Borrowers shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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, unless all the Lenders have approved such expiry date or the Borrowers have Cash Collateralized such Letter of Credit in an amount equal to 103% of the amount such Letter of Credit (determined in accordance with Section 1.06); provided, however, that such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a2.04(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrowers that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Unifirst Corp), Credit Agreement (Unifirst Corp)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. 12:00 noon at least two (2) Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Company Sublimit Pro Rata Share times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) If the Company so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the Company shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Methode Electronics Inc), Credit Agreement (Methode Electronics Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 10:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) If the Company so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the Company shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Revolving Credit Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Tetra Tech Inc), Credit Agreement (Tetra Tech Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit L/C Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Borrower. Such Letter of Credit L/C Application may be sent by facsimilefax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery delivery, or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application , and must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) if such Letter of Credit is to be issued for the account of an L/C Subsidiary, the name of such L/C Subsidiary, (C) the amount and currency thereof; (CD) the expiry date thereof; (DE) the name and address of the Beneficiary beneficiary thereof; (EF) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (FG) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (H) the purpose and nature of the requested Letter of Credit; and (GI) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit ApplicationL/C Application at the address set forth in Section 10.02 for receiving L/C Applications and related correspondence, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit L/C Application from the Company Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable L/C Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to Borrower and Agent a true and complete copy of such Letter of Credit or amendment.
(iv) If the Company Borrower so requests in any applicable Letter of Credit L/C Application, (A) the applicable L/C Issuer agrees may, in its reasonable discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend permit the extension of such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Datethat date permitted under Section 2.04(a)(ii); provided, however, that such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a2.04(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Unitil Corp), Credit Agreement (Unitil Corp)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company PRA delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of PRA. Such Letter letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two five (5) Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C 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 form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company PRA shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company PRA and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Domestic Revolving A Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV V shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (PRA or the applicable Subsidiary) Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Domestic Revolving A Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company PRA so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company PRA shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Domestic Revolving A Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Domestic Revolving A Lenders holding more than 50% of the Domestic Revolving A Commitments have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Company PRA that one or more of the applicable conditions specified in Section 4.02 5.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company PRA and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Loan Modification Agreement (Pra Group Inc), Credit Agreement (Portfolio Recovery Associates Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrowers delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of each Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrowers shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not extend such standby Letter of Credit if (A) such L/C Issuer 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 (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Empire State Realty OP, L.P.), Credit Agreement (Empire State Realty Trust, Inc.)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. noon at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Creditthat, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Del Taco Restaurants, Inc.), Credit Agreement (Del Taco Restaurants, Inc.)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the an L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the such L/C Issuer, by personal delivery or by any other means acceptable to the L/C such Issuer. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable such L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable such L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable such L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerCredit Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 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 applicable such L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable such L/C Issuer to extend 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 such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Pultegroup Inc/Mi/), Credit Agreement (Pultegroup Inc/Mi/)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company applicable Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Officeran Responsible Officer of such Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two three Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the stated amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C 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 form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company applicable Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company applicable Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any the applicable Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (applicable Borrower or the applicable Subsidiary) Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk 41 participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company applicable Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company applicable Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company any Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) If the applicable Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the applicable Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Agent, any Lender or any Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentamendment and any other Issuer Documents related thereto.
Appears in 2 contracts
Samples: Credit Agreement (Alexander & Baldwin, Inc.), Credit Agreement (Alexander & Baldwin, Inc.)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Xxxxxxxx delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any BorrowerLoan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV 4 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Restricted Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted an Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve12-month period (commencing with the date of issuance of such standby Letter of Credit) by giving prior notice to the Beneficiary beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve12-month period to be agreed upon at the time such standby Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such L/C Issuer shall not extend permit any such standby extension (and the terms of the Auto-Extension Letter of Credit may permit L/C Issuer to refuse to extend such Letter of Credit) if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a2.2(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Company Borrower that one or more of the applicable conditions specified in Section 4.02 4.2 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (LandBridge Co LLC), Credit Agreement (LandBridge Co LLC)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Subject to Section 2.02, (x) each Fronted Letter of Credit shall may (in the sole and absolute discretion of the Fronting Bank) be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one the Fronting Bank, and (y) each Several Letter of Credit shall be issued or amended, as the case may be, by the MC Lenders (which such Several Letter of Credit will be executed by the Several L/C Issuers Agent as agent and attorney-in-fact for each MC Lender (and if requested by the Borrower or the Several L/C Agent, as contemplated by Section 2.09(b), each MC Lender) upon the request of the Borrower delivered to the Several L/C Agent (with a copy in each case to the Administrative Agent) ), in each case in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerFinancial Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C IssuerApplicable Issuing Party, by personal delivery or by any other means acceptable to the L/C IssuerApplicable Issuing Party. Such Letter of Credit Application must be received by such L/C Issuer the Applicable Issuing Party and the Administrative Agent not later than 11:00 a.m. New York time at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer the Applicable Issuing Party may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuerthe Applicable Issuing Party: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereofthereof which shall be the earlier of the date which is twelve months from the date of issuance or the Letter of Credit Expiration Date (subject to Section 2.09(b)(v) below); (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) whether such Letter of Credit is to be a Fronted Letter of Credit or a Several Letter of Credit; (H) whether such Letter of Credit shall be issued under the rules of the ISP or the UCP; (I) the name of the account party, and (GJ) such other matters as such L/C Issuer the Applicable Issuing Party 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 form and detail reasonably satisfactory to the applicable L/C Issuer Applicable Issuing Party (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such L/C Issuer the Applicable Issuing Party may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C Issuer Applicable Issuing Party 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 L/C Issuer the Applicable Issuing Party or the Administrative Agent may reasonably require. In the event that the Borrower requests that a Letter of Credit be issued for the account of any of Subsidiary, the Borrower shall be liable for all Obligations under such Letter of Credit, as if it had been issued for the account of the Borrower itself.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer Applicable Issuing Party will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such L/C Issuer the Applicable Issuing Party will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer Applicable Issuing Party has received written notice from any MC Lender, the Administrative Agent or any the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shallthe Applicable Issuing Party shall (or, in the case of any Fronted Letter of Credit, the Fronting Bank may, in its sole and absolute discretion), on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuerthe Applicable Issuing Party’s usual and customary business practices; provided that, no Letter of Credit shall be issued or extended if such issuance or extension would increase the aggregate face amount of issued and outstanding Letters of Credit hereunder at any time an MC Swing Line Loan is outstanding unless such MC Swing Line Loan is repaid concurrently therewith. The Applicable Issuing Party will promptly notify the Administrative Agent of any L/C Credit Extension, and any decrease in the stated amount of or termination of a Letter of Credit prior to its stated expiry date. Immediately upon the issuance of each Fronted Letter of Credit, each MC Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, without recourse or warranty, purchase from the applicable L/C Issuer Fronting Bank a risk participation in such Fronted Letter of Credit in an amount equal to the product of such MC Lender’s Applicable Percentage of the Company Sublimit times the amount of such Fronted Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not extend such standby Letter of Credit if (A) such L/C Issuer 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 (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company a Borrower delivered to one of the L/C Issuers (with a copy to the Administrative Agent) Lender in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of such Borrower and/or such Subsidiary, as required by the Lender. Such Letter of Credit Application may be sent by facsimilefax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C IssuerLender, by personal delivery or by any other means acceptable to the L/C IssuerLender. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent Lender not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Lender may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuerthe Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); , (B) the amount and currency thereof; , (C) the expiry date thereof; , (D) the name and address of the Beneficiary beneficiary thereof; , (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; , (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; , (G) the purpose and nature of the requested Letter of Credit, and (GH) such other matters as such L/C Issuer the Lender 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 form and detail reasonably satisfactory to the applicable L/C Issuer Lender (A1) the Letter of Credit to be amended; , (B2) the proposed date of amendment thereof (which shall be a Business Day); , (C3) the nature of the proposed amendment; , and (D4) such other matters as such L/C Issuer the Lender may reasonably require. Additionally, the Company applicable Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent Lender such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent Lender may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not extend such standby Letter of Credit if (A) such L/C Issuer 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 (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer Lender will also deliver to the Company and the Administrative Agent applicable Borrower a true and complete copy of such Letter of Credit or amendment.
(iii) If a Borrower so requests in any applicable Letter of Credit Application, the Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that, any such Auto-Extension Letter of Credit must permit the Lender to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Lender, a Borrower shall not be required to make a specific request to the Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lender shall permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that, the Lender shall not permit any such extension if (A) the 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 (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Borrowers that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.
(iv) If a Borrower so requests in any applicable Letter of Credit Application, the Lender may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the Lender, a Borrower shall not be required to make a specific request to the Lender to permit such reinstatement. If such Auto-Reinstatement Letter of Credit permits the Lender to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the Lender shall not permit such reinstatement if it has determined prior to the Non-Reinstatement Deadline that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause).
Appears in 2 contracts
Samples: Credit Agreement (Resources Connection Inc), Credit Agreement (Resources Connection Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the an L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Responsible Officer. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to the such L/C Issuer. Such Letter of Credit Application must be received by such the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. at least two three Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole reasonable discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C 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 form and detail reasonably satisfactory to the applicable such L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable such L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable such L/C Issuer has received written notice from any Revolving Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) ), as specified in such Letter of Credit Application, or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 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 applicable such L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable such L/C Issuer to extend permit the extension of such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration DateDate (unless (x) all the Revolving Lenders and the L/C Issuer have approved such expiry date or (y) such Letter of Credit is Cash Collateralized on terms and pursuant to arrangements satisfactory to the applicable L/C Issuer); provided, however, that such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Revolving Lenders have elected to not to permit such extension or (2) from the Administrative Agent, any Revolving Lender or the Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (MGM Growth Properties Operating Partnership LP), Credit Agreement (MGM Growth Properties LLC)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any L/C Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each L/C Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such L/C Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the L/C Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a2.01(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required L/C Lenders have elected not to permit such extension or (2) from the Administrative Agent, any L/C Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Camping World Holdings, Inc.), Credit Agreement (Camping World Holdings, Inc.)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Lead Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Lead Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later other date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; and (G) such other matters as such the L/C 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 form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Lead Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly Subject to the provisions of Section 2.02(b)(v) hereof, promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Lead Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfiedsatisfied or unless the L/C Issuer would not be permitted, or would have no obligation, at such time to issue such Letter of Credit under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) Loan Party or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance or amendment of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed toto (without any further action), and hereby irrevocably and unconditionally severally agrees to, purchase from the applicable L/C Issuer Issuer, without recourse or warranty, a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount Stated Amount of such Letter of Credit. Immediately upon Upon any change in the creation of each Bankers’ AcceptanceCommitments under this Agreement, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and it is hereby irrevocably and unconditionally agrees to, purchase from the applicable agreed that with respect to all L/C Issuer a risk participation in such Bankers’ Acceptance in Obligations, there shall be an amount equal automatic adjustment to the product of such Lender’s participations hereby created to reflect the new Applicable Percentage Percentages of the Company Sublimit times the amount of such Bankers’ Acceptanceassigning and assignee Lenders.
(iii) If the Company Lead Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such standby Standby Letter of Credit) by giving prior notice to the Beneficiary 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 Standby Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Company Lead Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend permit the extension of such standby Standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such standby Standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a2.03(a)(ii) or otherwise), 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) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Lead Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Any L/C Issuer (other than Bank of America or any of its Affiliates) shall notify the Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such L/C Issuer, provided that (A) until the Agent advises any such Issuing Bank that the provisions of Section 4.02 are not satisfied, or (B) the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall be agreed by the Agent and the L/C Issuer, such L/C Issuer shall be required to so notify the Agent in writing only once each week of the Letters of Credit issued by such L/C Issuer during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as the Agent and such L/C Issuer may agree. The L/C Issuer will also deliver (contemporaneously with the notification set forth in the first sentence hereof) to the Lead Borrower and the Agent a true and complete copy of each such Letter of Credit or amendment.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Torrid Holdings Inc.), Credit Agreement (Torrid Inc.)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the applicable L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the such L/C Issuer, by personal delivery or by any other means acceptable to the such L/C Issuer. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two ten Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable such L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable such L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will 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, in its final form, from the Company and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five ten Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company any Borrower delivered to one of the L/C Issuers applicable Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Officersuch Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuerapplicable Issuing Bank, by personal delivery or by any other means acceptable to the L/C Issuersuch Issuing Bank. Such Letter of Credit Application must be received by such L/C Issuer the applicable Issuing Bank and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (New York City time) at least two three Business Days Days, in the case of a Letter of Credit denominated in Dollars or at least five Business Days, in the case of a Letter of Credit denominated in an Alternative Currency (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Bank may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuerthe applicable Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C Issuer Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer Issuing Bank may reasonably require. Additionally, the Company requesting Borrower shall furnish to the applicable L/C Issuer Issuing Bank 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 L/C Issuer Issuing Bank or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company a Borrower and, if not, such L/C Issuer Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer Issuing Bank has received written notice from any Lender, the Administrative Agent or any the applicable Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Company applicable Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerIssuing Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount Available Amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company a Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees Issuing Bank may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer Issuing Bank 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 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 applicable L/C IssuerIssuing Bank, the Company requesting Borrower shall not be required to make a specific request to such L/C Issuer Issuing Bank for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer Issuing Bank to extend 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 no Issuing Bank shall permit any such L/C Issuer shall not extend such standby Letter of Credit extension if (A) such L/C Issuer Issuing Bank 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a2.05(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company applicable Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer Issuing Bank not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer Issuing Bank will also deliver to the Company applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Medtronic PLC), Credit Agreement (Medtronic PLC)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrowers delivered to one of the an L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Responsible Officer. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to the such L/C Issuer. Such Letter of Credit Application must be received by such the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. at least two three Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole reasonable discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C 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 form and detail reasonably satisfactory to the applicable such L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such L/C Issuer may reasonably require. Additionally, the Company each Borrower shall furnish to the applicable such L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with notify the Administrative Agent (by telephone or in writing) that and, upon the Administrative Agent’s request, will provide the Administrative Agent has received with a copy of such Letter of Credit Application from the Company and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereofBorrower. Unless the applicable such L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerAgent, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company applicable Borrower (or the applicable Subsidiary) ), as specified in such Letter of Credit Application, or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrowers so requests request in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 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 applicable such L/C Issuer, the Company Borrowers shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable such L/C Issuer to extend permit the extension of such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration DateDate (unless (x) all the Revolving Lenders and the L/C Issuer have approved such expiry date or (y) such Letter of Credit is Cash Collateralized on terms and pursuant to arrangements satisfactory to the applicable L/C Issuer); provided, however, provided that such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Revolving Lenders have elected to not to permit such extension or (2) from the Administrative Agent, any Revolving Lender or the Company Borrowers that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company each Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentamendment upon such party’s request.
Appears in 2 contracts
Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. Xxxx at least two three Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer Issuer: (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Committed (USD/MC) Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Restricted Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Committed (USD/MC) Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable (USD/MC) Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Committed (USD/MC) Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required (USD/MC) Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Committed (USD/MC) Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer Issuer, upon request, will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Watsco Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Toro delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Toro. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. 12:00 noon at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the applicable L/C Party for which such Letter of Credit is requested to be issued; (H) the purpose and nature of the requested Letter of Credit; and (GI) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Toro shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Toro and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) L/C Party or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Toro so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Auto- Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, neither Toro nor the Company applicable L/C Party shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Company any Loan Party that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company applicable L/C Party and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Toro Co)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the irrevocable request of the Company delivered to one of the applicable L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company, which Letter of Application shall be subject to (and unless the applicable L/C Issuer elects otherwise in the exercise of its sole discretion) the applicable L/C Issuer’s authentication process (with results satisfactory to such L/C Issuer). Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the such L/C Issuer, by personal delivery or by any other means acceptable to the such L/C Issuer. Such Letter of Credit Application must be received by such the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole reasonable discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV V shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its reasonable discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer (in its sole discretion) 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such any L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable such L/C Issuer to extend 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 such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five ten Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 5.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the an L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Responsible Officer. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to the such L/C Issuer. Such Letter of Credit Application must be received by such the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. at least two three Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole reasonable discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C 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 form and detail reasonably satisfactory to the applicable such L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable such L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable such L/C Issuer has received written notice from any Revolving Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) ), as specified in such Letter of Credit Application, or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not extend such standby Letter of Credit if (A) such L/C Issuer 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 (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.business
Appears in 1 contract
Samples: Credit Agreement (MGM Growth Properties Operating Partnership LP)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company a Borrower delivered to one of the an L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of such Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the such L/C Issuer, by personal delivery or by any other means acceptable to the such L/C Issuer. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 8:00 a.m. at least two Business Days (prior to the proposed issuance date or date of amendment, as the case may be, or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit and (GH) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable such L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company applicable Borrower shall furnish to the applicable such L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable such L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company applicable Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable such L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable SubsidiaryDesignated Borrower) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company a Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable such L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 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 applicable such L/C Issuer, the Company applicable Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable such L/C Issuer to extend 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 such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) If a Borrower so requests in any applicable Letter of Credit Application, an L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the face amount thereof after any drawing thereunder. Unless otherwise directed by such L/C Issuer, the applicable Borrower shall not be required to make a specific request to such L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to reinstate all or a portion of the face amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits such L/C Issuer to decline to reinstate all or any portion of the face amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), such L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing such L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable each L/C Issuer will also deliver to the Company applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Avnet Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers (with a copy to the Administrative Agent) Lender in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company and/or such Subsidiary, as required by the Lender. Such Letter of Credit Application may be sent by facsimilefax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C IssuerLender, by personal delivery or by any other means acceptable to the L/C IssuerLender. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent Lender not later than 11:00 a.m. at least two five (5) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Lender may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuerthe Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereofthereof and in the absence of specification of currency shall be deemed a request for a Letter of Credit denominated in Dollars; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C Issuer the Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer Lender (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such L/C Issuer the Lender may reasonably require. Additionally, the Company shall furnish to the applicable L/C Issuer and the Administrative Agent Lender such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent Lender may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not extend such standby Letter of Credit if (A) such L/C Issuer 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 (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer Lender will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(iii) If the Company so requests in any applicable Letter of Credit Application, the Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Lender to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Lender, the Company shall not be required to make a specific request to the Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lender shall permit the extension of such Letter of Credit at any time to an expiry date not later than the
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. 12:00 noon at least two (2) Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Company Sublimit Pro Rata Share times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) If the Company so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the Company shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Second Amendment to Second Amended and Restated Credit Agreement (Methode Electronics Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. 12:00 noon at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole reasonable discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail 150575819 reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Committed (USD) Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Restricted Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s 's usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Committed (USD) Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable (USD) Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute reasonable discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Committed (USD) Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) 150575819 on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required (USD) Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Committed (USD) Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Mastec Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. 12:00 noon at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole reasonable discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Committed (USD) Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Restricted Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s 's usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Committed (USD) Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable (USD) Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not extend such standby Letter of Credit if (A) such L/C Issuer 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 (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Mastec Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Toro delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Toro. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the applicable L/C Party for which such Letter of Credit is requested to be issued; (H) the purpose and nature of the requested Letter of Credit; and (GI) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Toro shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Toro and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) L/C Party or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Toro so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, neither Toro nor the Company applicable L/C Party shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Company any Loan Party that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company applicable L/C Party and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Toro Co)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Officeran Authorized Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two three Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the stated amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C 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 form and detail reasonably satisfactory to the applicable L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (Borrower or the applicable Subsidiary) Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such LenderXxxxxx’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentamendment and any other Issuer Documents related thereto.
Appears in 1 contract
Samples: Credit Agreement (Matson, Inc.)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Borrower. Such Letter of Credit Application may be sent by facsimilefax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit ApplicationApplication at the address set forth in Section 10.02 for receiving Letter of Credit Applications and related correspondence, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Lender, the Administrative Agent or any BorrowerLoan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV Section 4.02 shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable SubsidiaryLoan Party) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to Borrower and Agent a true and complete copy of such Letter of Credit or amendment.
(iv) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer to prevent any such extension at least once in each twelve-twelve (12) month period (commencing with the date of issuance of such standby Letter of Credit) by giving prior notice to the Beneficiary beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-twelve (12) month period to be agreed upon at the time such standby Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Lender or the Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(ivv) Promptly after its delivery of If Borrower so requests in any applicable Letter of Credit or any amendment Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, Borrower shall not be required to an advising bank with respect thereto or make a specific request to the Beneficiary thereof, the applicable L/C Issuer will also deliver to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the Company and following sentence, the Administrative Agent Revolving Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a true and complete copy portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or amendmentany portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Reinstatement Deadline (A) from Agent that the Required Lenders have elected not to permit such reinstatement or (B) from Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
Appears in 1 contract
Samples: Credit Agreement (Cbeyond, Inc.)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Borrower. Such Letter of Credit Application may be sent by facsimilefax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 10:00 a.m. at least two five (5) Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereofthereof and in the absence of specification of currency shall be deemed a request for a Letter of Credit denominated in Dollars; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Lender, the Administrative Agent or any BorrowerLoan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to Borrower and Agent a true and complete copy of such Letter of Credit or amendment.
(iv) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer to prevent any such extension at least once in each twelve-twelve (12) month period (commencing with the date of issuance of such standby Letter of Credit) by giving prior notice to the Beneficiary beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-twelve (12) month period to be agreed upon at the time such standby Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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, provided however, that such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(asubsection (a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five fourteen (14) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Lender or the Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (RigNet, Inc.)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. 12:00 noon at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit Pro Rata Share times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) If the Company so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the Company shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Officeran Authorized Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two three Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the stated amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C 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 form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (Borrower or the applicable Subsidiary) Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentamendment and any other Issuer Documents related thereto.
Appears in 1 contract
Samples: Credit Agreement (Alexander & Baldwin Holdings, Inc.)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Toro delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Toro. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. 12:00 noon at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the applicable L/C Party for which such Letter of Credit is requested to be issued; (H) the purpose and nature of the requested Letter of Credit; and (GI) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Toro shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Toro and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) L/C Party or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Toro so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, neither Toro nor the Company applicable L/C Party shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Company any Loan Party that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company applicable L/C Party and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Toro Co)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Loan Party Agent delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Loan Party Agent. Such Letter of Credit Application may be sent by facsimilefax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days for Letters of Credit denominated in Dollars and, except as provided in Section 1.09, five (5) Business Days for Letters of Credit denominated in any Alternative Currency (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof, and in the absence of specification of currency shall be deemed a request for a Letter of Credit denominated in Dollars; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; (H) the applicable account party (which shall be a Borrower or a Subsidiary thereof) and (GI) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Loan Party Agent and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Loan Party Agent and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(iv) If the Company Loan Party Agent so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer to prevent any such extension at least once in each twelve-twelve (12) month period (commencing with the date of issuance of such standby Letter of Credit) by giving prior notice to the Beneficiary beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-twelve (12) month period to be agreed upon at the time such standby Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Company Loan Party Agent or the Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Loan Party Agent that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 8:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be, or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable SubsidiaryDesignated Borrower) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”)provisions; provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) If the Company so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the face amount thereof after any drawing thereunder. Unless otherwise directed by the L/C Issuer, the Company shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the face amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the face amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Avnet Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any L/C Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each L/C Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.and
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the L/C Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a2.01(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required L/C Lenders have elected not to permit such extension or (2) from the Administrative Agent, any L/C Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the an L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit L/C Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Borrower. Such Letter of Credit L/C Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the such L/C Issuer, by personal delivery or by any other means acceptable to the such L/C Issuer. Such Letter of Credit L/C Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail reasonably satisfactory to the applicable such L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable such L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit L/C Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit L/C Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable such L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance.
(iii) If Borrower so requests in any applicable L/C Application, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation may, in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Applicationits sole discretion, (A) the applicable L/C Issuer agrees agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Auto‑Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Auto‑Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at the initial expiry date of such Auto‑Extension Letter of Credit and at least once in each twelve-month twelve‑month period thereafter (commencing with the date of issuance the first extension of such standby Letter of Credit) by giving prior notice to the Beneficiary beneficiary thereof not later than a day (the “Non-Extension Non‑Extension Notice Date”) in each such twelve-month twelve‑month period to be agreed upon at the time such standby Letter of Credit is issued. Unless otherwise directed by the applicable such L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension an Auto‑Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable such L/C Issuer to extend permit the extension of such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit L/C Expiration Date; provided, however, that such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Non‑Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Azz Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (PMC Sierra Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (ia) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United Unites States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an the initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (Ai) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (Bii) the amount and currency thereof; (Ciii) the expiry date thereof; (Div) the name and address of the Beneficiary beneficiary thereof; (Ev) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (Fvi) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (vii) the purpose and nature of the requested Letter of Credit; and (Gviii) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer Issuer: (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(iib) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV 8 shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a such Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) or enter into the applicable such amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of CHAR1\1991350v2 Credit in an amount equal to the product of such LenderXxxxxx’s Applicable Commitment Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iiic) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 beneficiary thereof not later than a day (the “Non-Extension Nonextension 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 applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend permit the extension of such standby Letter of Credit at any time to an expiry date not later than one year after the Letter of Credit Expiration Maturity Date; provided, however, provided that such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (Ai) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (iiSection 3.1(b) or 3.1(c) or otherwise) or (iii) of Section 2.03(a) or otherwise), or (Bii) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Nonextension Notice Date (1A) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2B) from the Administrative Agent, any Lender or the Company Borrower that one or more of the applicable conditions specified in Section 4.02 8.2 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(ivd) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Parent, on behalf of Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two three (3) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C 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 form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV VI shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (Borrower or the applicable Subsidiary) Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) then, subject to the applicable terms and conditions set forth herein, L/C Issuer agrees to issue a standby Letter Letters of Credit that has have automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-twelve (12)- month period (commencing with the date of issuance of such standby Letter of Credit) by giving prior notice to the Beneficiary beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-twelve (12)- month period to be agreed upon at the time such standby Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a(a)2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrower that one or more of the applicable conditions specified in Section 4.02 6.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Borrower. Such Letter of Credit Application may be sent by facsimilefax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 10:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Lender, the Administrative Agent or any BorrowerLoan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to Borrower and Agent a true and complete copy of such Letter of Credit or amendment.
(iv) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer to prevent any such extension at least once in each twelve-twelve (12) month period (commencing with the date of issuance of such standby Letter of Credit) by giving prior notice to the Beneficiary beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-twelve (12) month period to be agreed upon at the time such standby Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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, provided however, that such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(asubsection (a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Lender or the Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Samples: Credit Agreement (RigNet, Inc.)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Parent, on behalf of Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two three (3) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C 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 form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV VI shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (Borrower or the applicable Subsidiary) Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) then, subject to the applicable terms and conditions set forth herein, L/C Issuer agrees to issue a standby Letter Letters of Credit that has have automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-twelve (12)- month period (commencing with the date of issuance of such standby Letter of Credit) by giving prior notice to the Beneficiary beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-twelve (12)- month period to be agreed upon at the time such standby Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not extend such standby Letter of Credit if (A) such L/C Issuer 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 (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.is
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Toro delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Toro. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. 12:00 noon at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the applicable L/C Party for which such Letter of Credit is requested to be issued; (H) the purpose and nature of the requested Letter of Credit; and (GI) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Toro shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Toro and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) L/C Party or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Toro so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, neither Toro nor the Company applicable L/C Party shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company any Loan Party that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company applicable L/C Party and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Toro Co)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the an L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the such L/C Issuer, by personal delivery or by any other means acceptable to the such L/C Issuer. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable such L/C Issuer Issuer: (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable such L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Borrowerthe Company, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable each L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the applicable L/C Issuer 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 beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-twelve- month period to be agreed upon at the time such standby Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Company (or the applicable Subsidiary) shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable such L/C Issuer to extend 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 such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), ) or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable each L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C 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 form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Tranche 1 Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Tranche 1 Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Tranche 1 Lender’s Applicable Tranche 1 Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Tranche 1 Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Tranche 1 Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Tranche 1 Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) If the Company so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the Company shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Tranche 1 Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Tranche 1 Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Xxxxxxxx delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any BorrowerLoan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV 4 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Restricted Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving 42297167v.11 Credit Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted an Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve12-month period (commencing with the date of issuance of such standby Letter of Credit) by giving prior notice to the Beneficiary beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve12-month period to be agreed upon at the time such standby Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such L/C Issuer shall not extend permit any such standby extension (and the terms of the Auto-Extension Letter of Credit may permit L/C Issuer to refuse to extend such Letter of Credit) if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a2.2(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Company Borrower that one or more of the applicable conditions specified in Section 4.02 4.2 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (LandBridge Co LLC)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. 12:00 noon at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole reasonable discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Committed (USD) Lender, the Administrative Agent or any Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Restricted Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Committed (USD) Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable (USD) Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute reasonable discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Committed (USD) Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required (USD) Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Committed (USD) Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Mastec Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the applicable L/C Issuers Issuer as the Borrower may elect (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to the applicable L/C Issuer. Such Letter of Credit Application must be received by such the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. (Eastern time) at least two 60 days, in the case of a Bond Letter of Credit, and at least five Business Days in the case of any other Letter of Credit (or such later other date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; (H) in the case of a Bond Letter of Credit, the Bond Documents; and (GI) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the applicable L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 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 applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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, provided that such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) If the Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the applicable L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits such L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), such L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing such L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. In the case of any extension of a Bond Letter of Credit, the L/C Issuer shall, upon satisfaction of the conditions applicable thereto, deliver to the Borrower and the trustee for the applicable Bonds a Notice of Extension Amendment to the Bond Letter of Credit designating the new expiry date and thereafter all references in any Bond Documents to the expiry date or stated expiration date of such Bond Letter of Credit shall be deemed to be references to the date designated as such in the most recent Notice of Extension Amendment delivered to such trustee.
Appears in 1 contract
Samples: Credit Agreement (Tri-State Generation & Transmission Association, Inc.)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company any Borrower delivered to one of the L/C Issuers applicable Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Officersuch Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such L/C Issuer the applicable Issuing Bank and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (New York City time) at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Bank may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuerthe applicable Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C Issuer Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer Issuing Bank may reasonably require. Additionally, the Company requesting Borrower shall furnish to the applicable L/C Issuer Issuing Bank 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 L/C Issuer Issuing Bank or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company a Borrower and, if not, such L/C Issuer Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer Issuing Bank has received written notice from any Lender, the Administrative Agent or any the applicable Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Company applicable Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerIssuing Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount Available Amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company a Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees Issuing Bank may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer Issuing Bank 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 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 applicable L/C IssuerIssuing Bank, the Company requesting Borrower shall not be required to make a specific request to such L/C Issuer Issuing Bank for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer Issuing Bank to extend 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 no Issuing Bank shall permit any such L/C Issuer shall not extend such standby Letter of Credit extension if (A) such L/C Issuer Issuing Bank 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a2.05(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company applicable Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer Issuing Bank not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer Issuing Bank will also deliver to the Company applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Medtronic Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimilefax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two five (5) Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV V shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer to prevent any such extension at least once in each twelve-month twelve (12)-month period (commencing with the date of issuance of such standby Letter of Credit) by giving prior notice to the Beneficiary beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month twelve (12)-month period to be agreed upon at the time such standby Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 5.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Officeran Authorized Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two three Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the stated amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C 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 form and detail reasonably satisfactory to the applicable L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (Borrower or the applicable Subsidiary) Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentamendment and any other Issuer Documents related thereto.
Appears in 1 contract
Samples: Credit Agreement (Matson, Inc.)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Officeran Authorized Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two three Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the stated amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C 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 form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (Borrower or the applicable Subsidiary) Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentamendment and any other Issuer Documents related thereto.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimilefax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two five (5) if Letters of Credit can be denominated in Alternative Currencies Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereofthereof and in the absence of specification of currency shall be deemed a request for a Letter of Credit denominated in Dollars; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Lender, the Administrative Agent or any BorrowerLoan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not extend such standby Letter of Credit if (A) such L/C Issuer 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 (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(iv) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole 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 L/C Issuer to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not extend such standby Letter of Credit if (A) such L/C Issuer 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 (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Media General Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the an L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the such L/C Issuer, by personal delivery or by any other means acceptable to the such L/C Issuer. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable such L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable such L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable such L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerCredit Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 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 applicable such L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable such L/C Issuer to extend 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 such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the an L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit L/C Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Borrower. Such Letter of Credit L/C Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the such L/C Issuer, by personal delivery or by any other means acceptable to the such L/C Issuer. Such Letter of Credit L/C Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail reasonably satisfactory to the applicable such L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable such L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit L/C Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit L/C Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable such L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance.
(iii) If Borrower so requests in any applicable L/C Application, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation may, in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Applicationits sole discretion, (A) the applicable L/C Issuer agrees agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Auto‑Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Auto‑Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at the initial expiry date of such Auto‑Extension Letter of Credit and at least once in each twelve-month twelve‑month period thereafter (commencing with the date of issuance the first extension of such standby Letter of Credit) by giving prior notice to the Beneficiary beneficiary thereof not later than a day (the “Non-Extension Non‑Extension Notice Date”) in each such twelve-month twelve‑month period to be agreed upon at the time such standby Letter of Credit is issued. Unless otherwise directed by the applicable such L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension an Auto‑Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable such L/C Issuer to extend permit the extension of such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit L/C Expiration Date; provided, however, that such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Non‑Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Azz Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrowers delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Parent. Such Letter of Credit Application may be sent by facsimilefax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to the applicable L/C Issuer. Such Letter of Credit Application , must be received by such the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrowers shall furnish to the applicable L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrowers and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) Borrowers or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such LenderXxxxxx’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrowers so requests request in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company Borrowers shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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, unless all the Lenders have approved such expiry date or the Borrowers have Cash Collateralized such Letter of Credit in an amount equal to 103% of the amount such Letter of Credit (determined in accordance with Section 1.06); provided, however, that such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a2.04(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrowers that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Unifirst Corp)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the an L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the such L/C Issuer, by personal delivery or by any other means acceptable to the such L/C Issuer. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable such L/C Issuer Issuer: (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable such L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Borrowerthe Company, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such LenderXxxxxx’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable each L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the applicable L/C Issuer 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 beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-twelve- month period to be agreed upon at the time such standby Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Company (or the applicable Subsidiary) shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable such L/C Issuer to extend 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 such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), ) or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable each L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit L/C shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the applicable L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Applicationan L/C Agreement, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Borrower. Such Letter of Credit Application L/C Agreement may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application L/C Agreement must be received by such the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such applicable L/C Issuer may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Creditan L/C, such Letter of Credit Application L/C Agreement shall specify in form and detail reasonably satisfactory to such the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit L/C (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; and (G) the purpose and nature of the requested L/C and such other matters as such the applicable L/C Issuer (or, in the case of the Bond L/Cs, the applicable L/C Issuer or Administrative Agent) may require. In the case of a request for an amendment of any outstanding Letter of CreditL/C, such Letter of Credit Application L/C Agreement shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit L/C to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the applicable L/C Issuer (or, in the case of the Bond L/Cs, the applicable L/C Issuer or Administrative Agent) may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit L/C issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit ApplicationL/C Agreement, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application L/C Agreement from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of CreditL/C, that one or more applicable conditions contained in Article IV VII shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit an L/C for the account of the Company (or the applicable Subsidiary) Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of CreditL/C, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit L/C in an amount equal to the product of such Lender’s Applicable Commitment Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.C.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (eachAgreement, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit an L/C that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of CreditL/C”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit L/C must permit such the applicable L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such standby Letter of CreditL/C) by giving prior notice to the Beneficiary beneficiary thereof not later than a day (the “Non-Extension Nonextension Notice Date”) in each such twelve-month period to be agreed upon at the time such standby Letter of Credit L/C is issued. Unless otherwise directed by the applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory an Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend permit the extension of such standby Letter of Credit L/C at any time to an expiry date not later than the Letter of Credit L/C Expiration Date; provided, however, that such the applicable L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit L/C in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a2.3(a)(ii), Section 2.3(a)(iii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Nonextension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender Lender, or the Company Borrower that one or more of the applicable conditions specified in Section 4.02 7.2 is not then satisfied, and in each such case directing such the applicable L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit L/C or any amendment to a Letter of Credit an L/C to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit L/C or amendment.
Appears in 1 contract
Samples: Credit Agreement (Vail Resorts Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer reasonably may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer reasonably may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent reasonably may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the applicable L/C Issuers Issuer as the Borrower may elect (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to the applicable L/C Issuer. Such Letter of Credit Application must be received by such the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. (Eastern time) at least two 60 days, in the case of a Bond Letter of Credit, and at least three Business Days in the case of any other Letter of Credit (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; (H) in the case of a Bond Letter of Credit, the Bond Documents; and (GI) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the applicable L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 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 applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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, provided that such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of If the Borrower so requests in any applicable Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereofApplication, the applicable L/C Issuer will also deliver may, in its sole discretion, agree to the Company and the Administrative Agent issue a true and complete copy of such Letter of Credit that permits the automatic reinstatement of all or amendment.a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the applicable L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer to permit such reinstatement. Once an Auto-
Appears in 1 contract
Samples: Credit Agreement (Tri-State Generation & Transmission Association, Inc.)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company a Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of such Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. Local Time at least two Business Days (or such later other date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) ) the Borrower for whose account the Letter of Credit is being issued, and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company applicable Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly Subject to the provisions of Section 2.02(b)(iv) hereof, promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone electronically or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company applicable Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall is not then satisfied or unless the L/C Issuer would not be satisfiedpermitted, or would have no obligation, at such time to issue such Letter of Credit under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company applicable Borrower (or the applicable SubsidiaryLoan Party) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance or amendment of each Letter of Credit, each Lender having a commitment under Commitment to the Company Sublimit at the time of such issuance applicable Borrower shall be deemed toto (without any further action), and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer Issuer, without recourse or warranty, a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount Stated Amount of such Letter of Credit. Immediately upon Upon any change in the creation of each Bankers’ AcceptanceCommitments under this Agreement, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and it is hereby irrevocably and unconditionally agrees to, purchase from the applicable agreed that with respect to all L/C Issuer a risk participation in such Bankers’ Acceptance in Obligations, there shall be an amount equal automatic adjustment to the product of such Lender’s participations hereby created to reflect the new Applicable Percentage Percentages of the Company Sublimit times the amount of such Bankers’ Acceptanceassigning and assignee Lenders.
(iii) If the Company a Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such standby Standby Letter of Credit) by giving prior notice to the Beneficiary 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 Standby Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Company no Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend permit the extension of such standby Standby Letter of Credit at any time to an expiry date not later than (i) the Letter of Credit Expiration Date, or (ii) to a date later than the Letter of Credit Expiration Date, if the Borrowers Cash Collateralize such Letter of Credit on or prior to the date that is ten (10) Business Days prior to the Letter of Credit Expiration Date; provided, however, that such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such standby Standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone electronically or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company applicable Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Abl Credit Agreement (Lands End Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the an L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the such L/C Issuer, by personal delivery or by any other means acceptable to the such L/C Issuer. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable such L/C Issuer Issuer: (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable such L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Borrowerthe Company, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable each L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the applicable L/C Issuer 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 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 applicable L/C Issuer, the Company (or the applicable Subsidiary) shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable such L/C Issuer to extend 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 such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), ) or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable each L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any L/C Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each L/C Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such L/C Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the L/C Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a2.01(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required L/C Lenders have elected not to permit such extension or (2) from the Administrative Agent, any L/C Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and 37 the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any U.S. Revolving Credit Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each U.S. Revolving Credit Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such U.S. Revolving Credit Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon .
(iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the creation of each Bankers’ Acceptancebeneficiary thereof, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal will also deliver to the product Company and the Administrative Agent a true and complete copy of such Lender’s Applicable Percentage Letter of the Company Sublimit times the amount of such Bankers’ AcceptanceCredit or amendment.
(iiiiv) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the U.S. Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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, provided that such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any U.S. Revolving Credit Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. Noon at least two three Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer Issuer: (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Committed (USD/MC) Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Restricted Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Committed (USD/MC) Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable (USD/MC) Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Committed (USD/MC) Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required (USD/MC) Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Committed (USD/MC) Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer Issuer, upon request, will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Watsco Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit L/C Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit L/C Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two three Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof and currency thereofcurrency; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit ApplicationL/C Application at the address set forth in Section 11.02 for receiving L/C Applications and related correspondence, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit L/C Application from the Company Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV 4 shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable SubsidiarySubsidiary that is a Guarantor) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(iv) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of CreditApplication, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend permit the extension of such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit L/C Expiration Date; provided, however, that such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Celadon Group Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Lead Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Lead Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later other date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; and (G) such other matters as such the L/C 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 form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Lead Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly Subject to the provisions of Section 2.02(b)(v) hereof, promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Lead Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfiedsatisfied or unless the L/C Issuer would not be permitted, or would have no obligation, at such time to issue such Letter of Credit under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) Loan Party or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance or amendment of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed toto (without any further action), and hereby irrevocably and unconditionally severally agrees to, purchase from the applicable L/C Issuer Issuer, without recourse or warranty, a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount Stated Amount of such Letter of Credit. Immediately upon Upon any change in the creation of each Bankers’ AcceptanceCommitments under this Agreement, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and it is hereby irrevocably and unconditionally agrees to, purchase from the applicable agreed that with respect to all L/C Issuer a risk participation in such Bankers’ Acceptance in Obligations, there shall be an amount equal automatic adjustment to the product of such Lender’s participations hereby created to reflect the new Applicable Percentage Percentages of the Company Sublimit times the amount of such Bankers’ Acceptanceassigning and assignee Lenders.
(iii) If the Company Lead Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such standby Standby Letter of Credit) by giving prior notice to the Beneficiary 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 Standby Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Company Lead Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend permit the extension of such standby Standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such standby Standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a2.03(a)(ii) or otherwise), 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) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Lead Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Any L/C Issuer (other than Bank of America or any of its Affiliates) shall notify the Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such L/C Issuer, provided that (A) until the Agent advises any such Issuing BankL/C Issuer that the provisions of Section 4.02 are not satisfied, or (B) the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall be agreed by the Agent and the L/C Issuer, such L/C Issuer shall be required to so notify the Agent in writing only once each week of the Letters of Credit issued by such L/C Issuer during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as the Agent and such L/C Issuer may agree. The L/C Issuer will also deliver (contemporaneously with the notification set forth in the first sentence hereof) to the Lead Borrower and the Agent a true and complete copy of each such Letter of Credit or amendment.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers (with a copy to the Administrative Agent) Issuer in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two five (5) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent Lender or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV V shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (Borrower or the applicable Subsidiary) Loan Party or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders L/C Issuer shall be deemed to have been authorized (but may not requirerequired) to permit the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrower that one or more of the applicable conditions specified in Section 4.02 5.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent Borrower a true and complete copy of such Letter of Credit or amendment.
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Samples: Credit Agreement (Chegg, Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the an L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Responsible Officer. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to the such L/C Issuer. Such Letter of Credit Application must be received by such the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. at least two three Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole reasonable discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C 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 form and detail reasonably satisfactory to the applicable such L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable such L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable such L/C Issuer has received written notice from any Revolving Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) ), as specified in such Letter of Credit Application, or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 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 applicable such L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable such L/C Issuer to extend permit the extension of such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration DateDate (unless each Revolving Lender has approved such expiry date and such L/C Issuer shall be satisfied with the arrangements with respect to the period commencing on the Letter of Credit Expiration Date and ending on such expiry date); provided, however, that such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Lenders have any Revolving Lender has elected to not to permit such extension or (2) from the Administrative Agent, any Revolving Lender or the Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Parent, on behalf of Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two three (3) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C 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 form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV VI shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (Borrower or the applicable Subsidiary) Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) then, subject to the applicable terms and conditions set forth herein, L/C Issuer agrees to issue a standby Letter Letters of Credit that has have automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-twelve (12)- month period (commencing with the date of issuance of such standby Letter of Credit) by giving prior notice to the Beneficiary beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-twelve (12)- month period to be agreed upon at the time such standby Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a(a)2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Company Borrower that one or more of the applicable conditions specified in Section 4.02 6.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. 12:00 noon at least two (2) Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not extend such standby Letter of Credit if (A) such L/C Issuer 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 (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.business
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 10:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such LenderXxxxxx’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company applicable Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Officeran Authorized Officer of such Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two three Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the stated amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C 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 form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company applicable Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company applicable Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any the applicable Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (applicable Borrower or the applicable Subsidiary) Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company applicable Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company applicable Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company any Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) If the applicable Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the applicable Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Agent, any Lender or any Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentamendment and any other Issuer Documents related thereto.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers applicable Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit an Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimilefax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuersuch Issuing Lender, by personal delivery or by any other means acceptable to the L/C Issuersuch Issuing Lender. Such Letter of Credit Application must be received by such L/C Issuer Issuing Lender and the Administrative Agent not later than 11:00 a.m. at least two five (5) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer the applicable Issuing Lender may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C IssuerIssuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereofthereof (and in the absence of specification of currency, shall be deemed a request for a Letter of Credit denominated in Dollars); (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit and (GH) such other matters as such L/C Issuer Issuing Lender 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 form and detail reasonably satisfactory to the applicable L/C Issuer Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer Issuing Lender may reasonably require. Additionally, the Company shall furnish to the applicable L/C Issuer such Issuing Lender 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 L/C Issuer Issuing Lender or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such L/C Issuer Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer Issuing Lender has received written notice from any LenderLender under the Revolver A Facility, the Administrative Agent or any Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV Section 4 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerIssuing Lender’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance Revolver A Facility shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer such Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Commitment Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer Issuing Lender may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that provided, that, any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 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 applicable L/C Issuersuch Issuing Lender, the Company shall not be required to make a specific request to such L/C Issuer Issuing Lender for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted Auto-an Auto- Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such Issuing Lender to permit the applicable L/C Issuer to extend 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 that, such L/C Issuer Issuing Lender shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a2.08(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer Issuing Lender not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer Issuing Lender will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Second Amendment and Joinder and Assumption Agreement (West Pharmaceutical Services Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Officeran Executive Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two five (5) Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV V shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend permit the extension of such standby Letter of Credit at any time for up to an expiry date not later than the Letter of Credit Expiration Datetwelve (12) months; provided, however, that such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 5.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. 3:00 p.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article Section IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 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 applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (NVR Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Lead Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C 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 form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company Lead Borrower shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Lead Borrower and, 3775032.13 if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) any Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each applicable Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Lead Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company Lead Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company or the Borrowers that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Cdi Corp)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrower delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. 3:00 p.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may reasonably require. Additionally, the Company Borrower shall furnish to the applicable L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrower so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 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 applicable L/C Issuer, the Company Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a2.04(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven (7) Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (NVR Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. 12:00 noon at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole reasonable discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Committed (USD) Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Restricted Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s 's usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Committed (USD) Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not extend such standby Letter of Credit if (A) such L/C Issuer 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 (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.be
Appears in 1 contract
Samples: Credit Agreement (Mastec Inc)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company Borrowers delivered to one of the an L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing Responsible Officer. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to the such L/C Issuer. Such Letter of Credit Application must be received by such the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. at least two three Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole reasonable discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such L/C 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 form and detail reasonably satisfactory to the applicable such L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such L/C Issuer may reasonably require. Additionally, the Company each Borrower shall furnish to the applicable such L/C 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 L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with notify the Administrative Agent (by telephone or in writing) that and, upon the Administrative Agent’s request, will provide the Administrative Agent has received with a copy of such Letter of Credit Application from the Company and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereofBorrower. Unless the applicable such L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerAgent, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company applicable Borrower (or the applicable Subsidiary) ), as specified in such Letter of Credit Application, or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company Borrowers so requests request in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such L/C Issuer 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 beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-twelve- month period to be agreed upon at the time such standby Letter of Credit is issued. Unless otherwise directed by the applicable such L/C Issuer, the Company Borrowers shall not be required to make a specific request to such L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable such L/C Issuer to extend permit the extension of such standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration DateDate (unless (x) all the Revolving Lenders and the L/C Issuer have approved such expiry date or (y) such Letter of Credit is Cash Collateralized on terms and pursuant to arrangements satisfactory to the applicable L/C Issuer); provided, however, provided that such L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Revolving Lenders have elected to not to permit such extension or (2) from the Administrative Agent, any Revolving Lender or the Company Borrowers that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company each Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentamendment upon such party’s request.
Appears in 1 contract
Samples: Credit Agreement
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Restricted Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to one of the L/C Issuers Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Borrowing OfficerResponsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 10:00 a.m. at least two Business Days (or such later other date and time as the Administrative Agent and such the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the Beneficiary beneficiary thereof; (E) the documents to be presented by such Beneficiary beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such Beneficiary beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the applicable L/C 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 the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any BorrowerLoan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender having a commitment under the Company Sublimit at the time of such issuance shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Lender having a commitment under the Company Sublimit at the time of such creation shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Applicable Percentage of the Company Sublimit times the amount of such Bankers’ Acceptance.
(iii) If the Company so requests in any applicable Letter of Credit Application, (A) the applicable L/C Issuer agrees to issue a standby Letter of Credit that has automatic extension provisions (each, a “Mandatory Auto-Extension Letter of Credit”); provided that after giving effect to any L/C Credit Extension with respect to any Mandatory Auto-Extension Letter of Credit, the Outstanding Amount of the L/C Obligations in respect of all Mandatory Auto-Extension Letters of Credit shall not exceed the Mandatory Auto-Extension Letter of Credit Sublimit and (B) the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, a an “Permitted Auto-Extension Letter of Credit”); provided that any such Mandatory Auto-Extension Letter of Credit or Permitted Auto-Extension Letter of Credit must permit such the L/C Issuer 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 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 applicable L/C Issuer, the Company shall not be required to make a specific request to such the L/C Issuer for any such extension. Once a Mandatory Auto-Extension Letter of Credit or Permitted an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to extend 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 such the L/C Issuer shall not extend permit any such standby Letter of Credit extension if (A) such the L/C Issuer 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 (by reason of the provisions of clauses clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) in the case of a Permitted Auto-Extension Letter of Credit, 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 Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Beneficiary beneficiary thereof, the applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
