Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period a Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that after giving effect to the borrowing of such Competitive Loans and any other Loans being made or Letters of Credit being issued on the same date and any concurrent repayment of Loans and reimbursement of LC Disbursements (i) each Lender’s Revolving Credit Exposure shall not exceed such Lender’s Commitment, (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans shall not exceed the total Revolving Commitments, (iii) the sum of the total US Dollar Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by US Dollar Tranche Revolving Lenders shall not exceed the total US Dollar Tranche Revolving Commitments, (iv) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders shall not exceed the total Multicurrency Tranche Revolving Commitments, (v) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Canadian Dollars shall not exceed CAD100,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (vi) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Pounds Sterling shall not exceed £50,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (vii) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Hong Kong Dollars shall not exceed HKD400,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (viii) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Euros shall not exceed €50,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (ix) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in any other Permitted Foreign Currency shall not exceed the amount set forth in the applicable effective Additional Currency Agreement or such greater amount resulting from an increase pursuant to Section 2.08(d), (x) the sum of the total Revolving Exposures of such Class plus the aggregate principal amount of outstanding Competitive Loans of such Class shall not exceed the total Commitments of such Class and (xi) the sum of the total Revolving Exposures of such Class plus the aggregate principal amount of Competitive Loans of such Class, in each case denominated in any Permitted Foreign Currency with respect to such Class shall not exceed any limitation set forth in the applicable Incremental Facility Agreement, Local Facility Amendment or Additional Currency Agreement. To request Competitive Bids, the requesting Borrower shall notify the Administrative Agent of such request by telephone, (A) in the case of a CDOR Rate Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing, (B) in the case of a Eurodollar or HIBO Rate Borrowing, not later than 11:00 a.m., London time, four Business Days before the date of the proposed Borrowing and (C) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within three Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the name of the applicable Borrower; (ii) the currency in which such requested Borrowing is to be denominated, which shall be US Dollars, Canadian Dollars, Pounds Sterling, Hong Kong Dollars, Euros or other Permitted Foreign Currency; (iii) the aggregate amount (expressed in the currency in which such requested Borrowing is to be denominated) of the requested Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) whether such Borrowing is to be a Eurodollar, CDOR Rate or HIBO Rate Borrowing or a Fixed Rate Borrowing; (vi) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (vii) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the applicable Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (x) in the case of a CDOR Rate Competitive Loan, not later than 9:30 a.m., New York City time, three Business Days before the proposed date of such Competitive Loan, (y) in the case of a Eurodollar or HIBO Rate Competitive Loan, not later than 9:30 a.m., London time, three Business Days before the proposed date of such Competitive Loan and (z) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of such Competitive Loan. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 (or if denominated in Canadian Dollars, a minimum of CAD5,000,000 and an integral multiple of CAD1,000,000, if denominated in Pounds Sterling, a minimum of £3,000,000 and an integral multiple of £1,000,000, if denominated in Hong Kong Dollars, a minimum of HKD25,000,000 and an integral multiple of HKD5,000,000, if denominated in Euros, a minimum of €5,000,000 and an integral multiple of €1,000,000 or, if denominated in any other Permitted Foreign Currency, in such minimum amount and multiples as shall be set forth in the applicable effective Additional Currency Agreement, Incremental Facility Agreement or Local Facility Amendment) and which may equal the entire principal amount of the Competitive Loan requested by the Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the requesting Borrower may accept or reject any Competitive Bid. The requesting Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (x) in the case of a CDOR Rate Competitive Loan, not later than 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Loan, (y) in the case of a Eurodollar or HIBO Rate Competitive Loan, not later than 10:30 a.m., London time, three Business Days before the date of the proposed Competitive Loan and (z) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the Competitive Loan; provided that (i) the failure of the requesting Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the requesting Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if the requesting Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the requesting Borrower shall not exceed the aggregate amount of the requested Competitive Loan specified in the related Competitive Bid Request, (iv) to the extent necessary to comply with clause (iii) above, the requesting Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000 (or in the case of Competitive Loans denominated in Canadian Dollars, a minimum principal amount of CAD5,000,000 and an integral multiple of CAD1,000,000, in the case of Competitive Loans denominated in Pounds Sterling, a minimum principal amount of £3,000,000 and an integral multiple of £1,000,000, in the case of Competitive Loans denominated in Hong Kong Dollars, a minimum principal amount of HKD25,000,000 and an integral multiple of HKD5,000,000, in the case of Competitive Loans denominated in Euros, a minimum principal amount of €5,000,000 and an integral multiple of €1,000,000 or, in the case of Competitive Loans denominated in any other Permitted Foreign Currency, the amount of the multiple set forth in the applicable effective Additional Currency Agreement, Incremental Facility Agreement or Local Facility Agreement); provided further that if a Competitive Loan must be in an amount less than $5,000,000 (or, if denominated in Canadian Dollars, less than CAD5,000,000, if denominated in Pounds Sterling, less than £3,000,000, if denominated in Hong Kong Dollars, less than HKD25,000,000, if denominated in Euros, less than €5,000,000 or, if denominated in any other Permitted Foreign Currency, less than the minimum amount set forth in the applicable effective Additional Currency Agreement, Incremental Facility Agreement or Local Facility Amendment) because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 (or, if denominated in Canadian Dollars, CAD1,000,000, if denominated in Pounds Sterling, £1,000,000, if denominated in Hong Kong Dollars, HKD5,000,000, if denominated in Euros, €1,000,000 or if denominated in any other Permitted Foreign Currency, the amount of the multiple set forth in the applicable effective Additional Currency Agreement, Incremental Facility Agreement or Local Facility Agreement) or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 (or, if denominated in Canadian Dollars, CAD1,000,000, if denominated in Pounds Sterling, £1,000,000, if denominated in Hong Kong Dollars, HKD5,000,000, if denominated in Euros, €1,000,000 or, if denominated in any other Permitted Foreign Currency, the amount of the multiple set forth in the applicable effective Additional Currency Agreement, Incremental Facility Agreement or Local Facility Agreement) in a manner determined by the requesting Borrower. A notice given by the requesting Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the requesting Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (L Brands, Inc.)
Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period a Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that after giving effect to the borrowing of such Competitive Loans and any other Loans being made or Letters of Credit being issued on the same date and any concurrent repayment of Loans and reimbursement of LC Disbursements (i) each Lender’s Revolving Credit Exposure shall not exceed such Lender’s Commitment, (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans shall not exceed the total Revolving Commitments, (iii) the sum of the total US Dollar Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by US Dollar Tranche Revolving Lenders shall not exceed the total US Dollar Tranche Revolving Commitments, (iv) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders shall not exceed the total Multicurrency Tranche Revolving Commitments, (v) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Canadian Dollars shall not exceed CAD100,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (vi) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Pounds Sterling shall not exceed £50,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (vii) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Hong Kong Dollars shall not exceed HKD400,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (viii) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Euros shall not exceed €50,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (ix) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in any other Permitted Foreign Currency shall not exceed the amount set forth in the applicable effective Additional Currency Agreement or such greater amount resulting from an increase pursuant to Section 2.08(d), (x) the sum of the total Revolving Exposures of such Class plus the aggregate principal amount of outstanding Competitive Loans of such Class shall not exceed the total Commitments of such Class and (xi) the sum of the total Revolving Exposures of such Class plus the aggregate principal amount of Competitive Loans of such Class, in each case denominated in any Permitted Foreign Currency with respect to such Class shall not exceed any limitation set forth in the applicable Incremental Facility Agreement, Local Facility Amendment or Additional Currency Agreement. To request Competitive Bids, the requesting Borrower shall notify the Administrative Agent of such request by telephone, (A) in the case of a CDOR Rate Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing, (B) in the case of a Eurodollar or HIBO Rate Borrowing, not later than 11:00 a.m., London time, four Business Days before the date of the proposed Borrowing and (C) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within three Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.022.02:
(i) the name of the applicable Borrower;
(ii) the currency in which such requested Borrowing is to be denominated, which shall be US Dollars, Canadian Dollars, Pounds Sterling, Hong Kong Dollars, Euros or other Permitted Foreign Currency;
(iii) the aggregate amount (expressed in the currency in which such requested Borrowing is to be denominated) of the requested Borrowing;
(iv) the date of such Borrowing, which shall be a Business Day;
(v) whether such Borrowing is to be a Eurodollar, CDOR Rate or HIBO Rate Borrowing or a Fixed Rate Borrowing;
(vi) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and
(vii) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids.
(b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the applicable Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (x) in the case of a CDOR Rate Competitive Loan, not later than 9:30 a.m., New York City time, three Business Days before the proposed date of such Competitive Loan, (y) in the case of a Eurodollar or HIBO Rate Competitive Loan, not later than 9:30 a.m., London time, three Business Days before the proposed date of such Competitive Loan and (z) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of such Competitive Loan. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 (or if denominated in Canadian Dollars, a minimum of CAD5,000,000 and an integral multiple of CAD1,000,000, if denominated in Pounds Sterling, a minimum of £3,000,000 and an integral multiple of £1,000,000, if denominated in Hong Kong Dollars, a minimum of HKD25,000,000 and an integral multiple of HKD5,000,000, if denominated in Euros, a minimum of €5,000,000 and an integral multiple of €1,000,000 or, if denominated in any other Permitted Foreign Currency, in such minimum amount and multiples as shall be set forth in the applicable effective Additional Currency Agreement, Incremental Facility Agreement or Local Facility Amendment) and which may equal the entire principal amount of the Competitive Loan requested by the Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof.
(c) The Administrative Agent shall promptly notify the Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid.
(d) Subject only to the provisions of this paragraph, the requesting Borrower may accept or reject any Competitive Bid. The requesting Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (x) in the case of a CDOR Rate Competitive Loan, not later than 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Loan, (y) in the case of a Eurodollar or HIBO Rate Competitive Loan, not later than 10:30 a.m., London time, three Business Days before the date of the proposed Competitive Loan and (z) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the Competitive Loan; provided that (i) the failure of the requesting Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the requesting Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if the requesting Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the requesting Borrower shall not exceed the aggregate amount of the requested Competitive Loan specified in the related Competitive Bid Request, (iv) to the extent necessary to comply with clause (iii) above, the requesting Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000 (or in the case of Competitive Loans denominated in Canadian Dollars, a minimum principal amount of CAD5,000,000 and an integral multiple of CAD1,000,000, in the case of Competitive Loans denominated in Pounds Sterling, a minimum principal amount of £3,000,000 and an integral multiple of £1,000,000, in the case of Competitive Loans denominated in Hong Kong Dollars, a minimum principal amount of HKD25,000,000 and an integral multiple of HKD5,000,000, in the case of Competitive Loans denominated in Euros, a minimum principal amount of €5,000,000 and an integral multiple of €1,000,000 or, in the case of Competitive Loans denominated in any other Permitted Foreign Currency, the amount of the multiple set forth in the applicable effective Additional Currency Agreement, Incremental Facility Agreement or Local Facility Agreement); provided further that if a Competitive Loan must be in an amount less than $5,000,000 (or, if denominated in Canadian Dollars, less than CAD5,000,000, if denominated in Pounds Sterling, less than £3,000,000, if denominated in Hong Kong Dollars, less than HKD25,000,000, if denominated in Euros, less than €5,000,000 or, if denominated in any other Permitted Foreign Currency, less than the minimum amount set forth in the applicable effective Additional Currency Agreement, Incremental Facility Agreement or Local Facility Amendment) because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 (or, if denominated in Canadian Dollars, CAD1,000,000, if denominated in Pounds Sterling, £1,000,000, if denominated in Hong Kong Dollars, HKD5,000,000, if denominated in Euros, €1,000,000 or if denominated in any other Permitted Foreign Currency, the amount of the multiple set forth in the applicable effective Additional Currency Agreement, Incremental Facility Agreement or Local Facility Agreement) or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 (or, if denominated in Canadian Dollars, CAD1,000,000, if denominated in Pounds Sterling, £1,000,000, if denominated in Hong Kong Dollars, HKD5,000,000, if denominated in Euros, €1,000,000 or, if denominated in any other Permitted Foreign Currency, the amount of the multiple set forth in the applicable effective Additional Currency Agreement, Incremental Facility Agreement or Local Facility Agreement) in a manner determined by the requesting Borrower. A notice given by the requesting Borrower pursuant to this paragraph shall be irrevocable.
(e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted.
(f) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the requesting Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (L Brands, Inc.)
Competitive Bid Procedure. (a%3) Subject to the terms and conditions set forth herein, from time to time during the Availability Period a Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that after giving effect to the borrowing of such Competitive Loans and any other Loans being made or Letters of Credit being issued on the same date and any concurrent repayment of Loans and reimbursement of LC Disbursements (i) each Lender’s Revolving Credit Exposure shall not exceed such Lender’s Commitment, (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans shall not exceed the total Revolving Commitments, (iii) the sum of the total US Dollar Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by US Dollar Tranche Revolving Lenders shall not exceed the total US Dollar Tranche Revolving Commitments, (iv) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders shall not exceed the total Multicurrency Tranche Revolving Commitments, (v) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Canadian Dollars shall not exceed CAD100,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (vi) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Pounds Sterling shall not exceed £50,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (vii) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Hong Kong Dollars shall not exceed HKD400,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (viii) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Euros shall not exceed €50,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (ix) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in any other Permitted Foreign Currency shall not exceed the amount set forth in the applicable effective Additional Currency Agreement or such greater amount resulting from an increase pursuant to Section 2.08(d), (xviii) the sum of the total Revolving Exposures of such Class plus the aggregate principal amount of outstanding Competitive Loans of such Class shall not exceed the total Commitments of such Class and (xiix) the sum of the total Revolving Exposures of such Class plus the aggregate principal amount of Competitive Loans of such Class, in each case denominated in any Permitted Foreign Currency with respect to such Class shall not exceed any limitation set forth in the applicable Incremental Facility Agreement, Local Facility Amendment or Additional Currency Agreement. To request Competitive Bids, [[NYCORP:3477056v9:3104W: 07/18/2014--12:20 AM]] the requesting Borrower shall notify the Administrative Agent of such request by telephone, (Aa) in the case of a Eurodollar (not denominated in Pounds Sterling) or CDOR Rate Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing, (Bb) in the case of a Eurodollar or HIBO Rate BorrowingBorrowing denominated in Pounds Sterling, not later than 11:00 a.m., London time, four Business Days before the date of the proposed Borrowing and (Cc) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within three Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.022.02:
(i) the name of the applicable Borrower;
(ii) the currency in which such requested Borrowing is to be denominated, which shall be US Dollars, Canadian Dollars, Pounds Sterling, Hong Kong Dollars, Euros Sterling or other Permitted Foreign Currency;
(iii) the aggregate amount (expressed in the currency in which such requested Borrowing is to be denominated) of the requested Borrowing;
(iv) the date of such Borrowing, which shall be a Business Day;
(v) whether such Borrowing is to be a Eurodollar, Eurodollar or CDOR Rate or HIBO Rate Borrowing or a Fixed Rate Borrowing;
(vi) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and
(vii) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.062.07. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids.
(b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the applicable Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (x) in the case of a CDOR Rate Competitive Loan, not later than 9:30 a.m., New York City time, three Business Days before the proposed date of such Competitive Loan, (y) in the case of a Eurodollar or HIBO Rate Competitive Loan, not later than 9:30 a.m., London time, three Business Days before the proposed date of such Competitive Loan and (z) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of such Competitive Loan. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 (or if denominated in Canadian Dollars, a minimum of CAD5,000,000 and an integral multiple of CAD1,000,000, if denominated in Pounds Sterling, a minimum of £3,000,000 and an integral multiple of £1,000,000, if denominated in Hong Kong Dollars, a minimum of HKD25,000,000 and an integral multiple of HKD5,000,000, if denominated in Euros, a minimum of €5,000,000 and an integral multiple of €1,000,000 or, if denominated in any other Permitted Foreign Currency, in such minimum amount and multiples as shall be set forth in the applicable effective Additional Currency Agreement, Incremental Facility Agreement or Local Facility Amendment) and which may equal the entire principal amount of the Competitive Loan requested by the Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof.
(c) The Administrative Agent shall promptly notify the Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid.
(d) Subject only to the provisions of this paragraph, the requesting Borrower may accept or reject any Competitive Bid. The requesting Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (x) in the case of a CDOR Rate Competitive Loan, not later than 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Loan, (y) in the case of a Eurodollar or HIBO Rate Competitive Loan, not later than 10:30 a.m., London time, three Business Days before the date of the proposed Competitive Loan and (z) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the Competitive Loan; provided that (i) the failure of the requesting Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the requesting Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if the requesting Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the requesting Borrower shall not exceed the aggregate amount of the requested Competitive Loan specified in the related Competitive Bid Request, (iv) to the extent necessary to comply with clause (iii) above, the requesting Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000 (or in the case of Competitive Loans denominated in Canadian Dollars, a minimum principal amount of CAD5,000,000 and an integral multiple of CAD1,000,000, in the case of Competitive Loans denominated in Pounds Sterling, a minimum principal amount of £3,000,000 and an integral multiple of £1,000,000, in the case of Competitive Loans denominated in Hong Kong Dollars, a minimum principal amount of HKD25,000,000 and an integral multiple of HKD5,000,000, in the case of Competitive Loans denominated in Euros, a minimum principal amount of €5,000,000 and an integral multiple of €1,000,000 or, in the case of Competitive Loans denominated in any other Permitted Foreign Currency, the amount of the multiple set forth in the applicable effective Additional Currency Agreement, Incremental Facility Agreement or Local Facility Agreement); provided further that if a Competitive Loan must be in an amount less than $5,000,000 (or, if denominated in Canadian Dollars, less than CAD5,000,000, if denominated in Pounds Sterling, less than £3,000,000, if denominated in Hong Kong Dollars, less than HKD25,000,000, if denominated in Euros, less than €5,000,000 or, if denominated in any other Permitted Foreign Currency, less than the minimum amount set forth in the applicable effective Additional Currency Agreement, Incremental Facility Agreement or Local Facility Amendment) because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 (or, if denominated in Canadian Dollars, CAD1,000,000, if denominated in Pounds Sterling, £1,000,000, if denominated in Hong Kong Dollars, HKD5,000,000, if denominated in Euros, €1,000,000 or if denominated in any other Permitted Foreign Currency, the amount of the multiple set forth in the applicable effective Additional Currency Agreement, Incremental Facility Agreement or Local Facility Agreement) or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 (or, if denominated in Canadian Dollars, CAD1,000,000, if denominated in Pounds Sterling, £1,000,000, if denominated in Hong Kong Dollars, HKD5,000,000, if denominated in Euros, €1,000,000 or, if denominated in any other Permitted Foreign Currency, the amount of the multiple set forth in the applicable effective Additional Currency Agreement, Incremental Facility Agreement or Local Facility Agreement) in a manner determined by the requesting Borrower. A notice given by the requesting Borrower pursuant to this paragraph shall be irrevocable.
(e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted.
(f) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the requesting Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (L Brands, Inc.)